| PROSPECTUS |
Filed Pursuant to Rule 424(b)(4) |
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Registration No. 333-282076 |
Up
to 5,300,000 Units, Each Unit Consisting
of One Class A Ordinary Share and One Warrant Exercisable for One Class A Ordinary Share
Ryde
Group Ltd
We
are offering on a best efforts basis up to 5,300,000 units (the “Units”), each consisting of one Class A Ordinary
Share, par value US$0.0002 per share (each an “Class A Ordinary Share” and collectively the “Class A Ordinary Shares”)
of Ryde Group Ltd (“RYDE”, the “Company”, “we”, “our”, “us”), and one warrant
(“Common Warrant”), each to purchase one Class A Ordinary Share, at an offering price of US$0.85 per Unit. The
Units have no stand-alone rights and will not be certified or issued as stand-alone securities. Each Common Warrant is exercisable immediately
on the date of issuance at an exercise price of US$0.85 per share (equal to 100% of the public offering price of each Unit sold
in this offering), and will expire five years from the date of issuance.
The Class A Ordinary Shares and the accompanying
Common Warrants can only be purchased together in this offering but will be issued separately and will be immediately separable upon
issuance. We are also registering the Class A Ordinary Shares issuable from time to time upon exercise of the Common Warrants included
in the Units offered hereby.
Our
Class A Ordinary Shares are listed on the NYSE American under the symbol “RYDE”. On September 25, 2024, the last reported
sales price of our Class A Ordinary Shares on the NYSE American was US$1.15 per share.
There is no established trading market for the
Common Warrants, and we do not expect an active trading market to develop. We do not intend to list the Common Warrants on any securities
exchange or other trading market. Without an active trading market, the liquidity of these securities will be limited.
The
securities will be offered at a fixed price and are expected to be issued in a single closing. We expect this offering to be completed
not later than one business day following the commencement of sales in this offering (the effective date of the registration statement
of which this prospectus forms a part) and we will deliver all securities to be issued in connection with this offering delivery versus
payment/receipt versus payment upon receipt of investor funds received by us. Accordingly, neither we nor the placement agent have made
any arrangements to place investor funds in an escrow account or trust account since the placement agent will not receive investor funds
in connection with the sale of the securities offered hereunder.
We
have engaged Maxim Group LLC as our exclusive placement agent (“Maxim” or the “placement agent”) to use its reasonable
best efforts to solicit offers to purchase our securities in this offering. The placement agent has no obligation to purchase any of
the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of the securities. Because there
is no minimum offering amount required as a condition to closing in this offering, the actual public offering amount, placement agent’s
fee and proceeds to us, if any, are not presently determinable and may be substantially less than the total maximum offering amounts
set forth above and throughout this prospectus. We have agreed to pay the placement agent the placement agent fees set forth in the table
below. See “Plan of Distribution” in this prospectus for more information.
Any
proceeds from the sale of Units offered by us will be available for our immediate use, despite uncertainty about whether we would
be able to use such funds to effectively implement our business plan. See “Risk Factors” on page 8 for more information.
Investing
in our securities involves a high degree of risk. See “Risk Factors” beginning on page 8.
Neither
the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
We
are a holding company that is incorporated in the Cayman Islands. As a holding company with no operations, we conduct all of our operations
through our subsidiaries in Singapore. The securities offered in this offering are securities of the holding company that
is incorporated in the Cayman Islands. Investors of our securities should be aware that they may never directly hold equity interests
in our subsidiaries.
We are an “emerging growth company”
and a “foreign private issuer” as defined under the U.S. federal securities laws and, as such, we have elected to comply
with certain reduced public company reporting requirements for this prospectus and future filings. Please see “Prospectus Summary
— Implications of Our Being an Emerging Growth Company” and “Prospectus Summary — Implications of Our Being a
Foreign Private Issuer” beginning on pages 5 and 6, respectively, of this prospectus.
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|
Price
to Public |
|
|
Placement
Agent Fees(1) |
|
|
Proceeds,
before Expenses(2) |
|
| Per
Unit |
|
US$ |
0.85 |
|
|
US$ |
0.06 |
|
|
US$ |
0.79 |
|
| Total |
|
US$ |
4,505,000 |
|
|
US$ |
315,350 |
|
|
US$ |
4,189,650 |
|
| (1) |
Represents
a cash fee equals to 7% of the aggregate purchase price paid by investors in this offering. See “Plan of Distribution”
for a description of compensation payable to the placement agent. |
| (2) |
The amount of offering proceeds to us presented in this
table does not give effect to any exercise of the Common Warrants. |
We
expect to deliver the Units against payment in U.S. dollars in New York, NY to investors on or about September 27, 2024.
Maxim
Group LLC
Prospectus
dated September 26, 2024
TABLE
OF CONTENTS
Neither
we nor the placement agent has authorized anyone to provide you with any information or to make any representations other than as contained
in this prospectus or any related free writing prospectus. Neither we nor the placement agent takes responsibility for, and provide no
assurance about the reliability of, any information that others may give you. This prospectus is an offer to sell only the securities
offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus
is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities.
Our business, financial condition, results of operations and prospects may have changed since that date.
For
investors outside the United States: Neither we nor the placement agent has done anything that would permit this offering or possession
or distribution of this prospectus in any jurisdiction, other than the United States, where action for that purpose is required. Persons
outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating
to, the offering of the Units and the distribution of this prospectus outside the United States.
Our
financial statements are prepared and presented in accordance with U.S. GAAP. Our historical results do not necessarily indicate our
expected results for any future periods.
Prospectus
Summary
This
summary provides an overview of selected information contained elsewhere or incorporated by reference in this prospectus and does not
contain all of the information you should consider before investing in our securities. You should carefully read the prospectus, the
information incorporated by reference and the registration statement of which this prospectus is a part in their entirety before investing
in our securities, including the information discussed under “Risk Factors” in this prospectus and the documents incorporated
by reference and our financial statements and related notes that are incorporated by reference in this prospectus.
Overview
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. We currently operate in Singapore, with our core businesses
in the following segments: (i) mobility, where we provide on-demand and scheduled carpooling and ride-hailing services, matching riders
to our driver partners; and (ii) quick commerce, where we provide on-demand, scheduled, and multi-stop parcel delivery services.
Mobility
Our
mobility business segment includes carpooling and ride-hailing.
Carpooling
refers to services that connect riders with driver partners who provide rides in a variety of vehicles, such as cars of different seating
capacities. Carpooling is about sharing rides and is provided via our RydePOOL service in our mobile app. We launched carpooling through
our RydePOOL service in Singapore. RydePOOL allows real-time, on-demand bookings as well as advance bookings via our Schedule Pickup
function, and only allows seating capacity for one rider per request, while riders may have to share their ride with other riders.
Ride-hailing
refers to services that connect riders with private-hire or taxi drivers, with the rider having the option to choose the type of ride
from a variety of vehicles, such as cars of different seating capacities and make. We started off with only carpooling services, but
ride-hailing services was a natural adjacency for us as we have the technology and the platform to enable it. Our ride-hailing services
allow riders to determine the number of seats they require for the trip, and offers real-time, on-demand bookings as well as advance
bookings and multi-stop options. We started to grow our offerings in this space and currently have the following different service offerings:
RydeX, RydeXL, RydeLUXE, RydeFLASH, RydePET, RydeHIRE, and RydeTAXI services.
Quick
Commerce
Quick
Commerce is a package delivery booking service, which enables driver partners to accept bookings for package delivery services through
our driver partner app. Our partners that fulfill deliveries range from driver partners to motorcyclists and walkers as well. Consumers
can arrange for instant deliveries and cater for different package sizes. E-commerce businesses, Food and Beverage businesses and social
sellers can utilize our last mile delivery services to their customers as an option as well. We provide our quick commerce service through
our RydeSEND offering, which comprises of real-time on-demand, scheduled, and multi-stop parcel delivery services.
Recent
Development
In
February 2023, Ryde Technologies Pte. Ltd. completed the purchase of Meili Technologies Pte. Ltd. (“Meili”), and the purchase
consideration was satisfied by the issuance of exchangeable notes to the shareholders of Meili (“Meili Noteholders”) each
exchangeable into shares in the Company. In connection with the IPO, the Meili Noteholders were issued Class A Ordinary Shares
pursuant to an exchange of their exchangeable notes under the exchangeable note subscription agreement dated April 12, 2023 entered
into between them and Ryde Technologies Pte. Ltd.
On
March 6, 2024, Ryde Group Ltd (the “Company”) entered into an underwriting agreement with Maxim Group LLC, as underwriter
named thereof, in connection with its initial public offering (“IPO”) of 3,000,000 Class A Ordinary Shares, par value US$0.0002
per share at a price of US$4.00 per share. The Company’s Registration Statement on Form F-1 (File No. 333-274283) for the IPO,
originally filed with the SEC on August 31, 2023 was declared effective by the SEC on February 28, 2024. On March 8, 2024,
the Company consummated its IPO. The Company received gross proceeds in the amount of US$12 million before deducting any underwriting
discounts or expenses.
On
March 14, 2024, Maxim Group LLC, the underwriter of the IPO of the Company (“Maxim”), notified the Company of their
decision to exercise the over-allotment option to purchase an additional 200,350 Class A Ordinary Shares of the Company, par value US$0.0002
per share, at a price of US$4.00 per share. The closing for the sale of the over-allotment Class A Ordinary Shares took place on March
15, 2024. Gross proceeds from the sale of the over-allotment Class A Ordinary Shares totaled approximately US$0.8 million, before deducting
underwriting discounts and other related expenses.
On
April 23, 2024, the Company filed Form S-8 under the Securities Act to register 1,557,104 Class A Ordinary Shares of a par
value of US$0.0002 each, reserved for issuance under the 2023 Share Incentive Plan.
On
May 14, 2024, the Company incorporated two new subsidiaries in the British Virgin Islands, namely RGT (BVI) Ltd and RCS (BVI) Ltd.
On
May 17, 2024, the Company filed a registration statement on Form F-1 (File No. 333-279483), which was declared effective on June 11,
2024 and related to the resale by certain selling shareholders of up to 1,132,242 Class A Ordinary Shares.
On
May 29, 2024, Ryde Group (BVI) Ltd transferred 1 ordinary share in Ryde Technologies Pte. Ltd. to RGT (BVI) Ltd.
On June 7, 2024, the Company completed the secondary listings of its Class A Ordinary Shares on the Frankfurt and Stuttgart Stock Exchanges
under the symbol “D0S”.
On August 2, 2024, the Company
incorporated a new subsidiary in Singapore, namely RGTC Pte Ltd.
On September 12, 2024, the Company issued 107,555 Class A Ordinary Shares to Maxim Partners LLC upon its cashless
exercise of representative’s warrants that were issued to Maxim in connection with the Company’s IPO.
Our
Competitive Strengths
We
believe that we are well-positioned to achieve our strategic goals through several key business strengths, including the following:
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Robust
service offerings consisting of mobility and quick commerce; |
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Unique
commission structure enhances customer and driver retention; |
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ability
to scale as a platform; |
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competitive
technology; and |
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experienced
management and technical team. |
Our
Strategies
We
intend to develop our business and strengthen brand loyalty by implementing the following strategies:
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actively
expand service offering portfolio; |
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expand
our business to other countries through the continued replication of our successful business model; and |
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expansion
of our business through acquisitions, joint ventures or strategic alliances. |
Risks
and Challenges
Investing
in our securities involves risks. The risks summarized below are qualified by reference to “Risk Factors” section
of this prospectus, which you should carefully consider before making a decision to purchase the securities. If any of these risks
actually occurs, our business, financial condition or results of operations would likely be materially adversely affected. In such case,
the trading price of our Class A Ordinary Shares would likely decline, and you may lose all or part of your investment.
We
believe some of the major risks and uncertainties that may materially and adversely affect us include the following:
Risks
Relating to Our Business and Industry
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Our
business is still in an early stage of growth. If our business does not continue to grow, or our aspirations to become a super mobility
app do not materialize, grows slower than expected, fails to grow as large as expected, or fails to turn profitable, our business
operations, financial performance, financial condition, results of operations and prospects could be materially and adversely affected. |
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We
face intense competition across the segments and in the market we serve. |
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We
may not be able to continue to raise sufficient capital or achieve or sustain profitability. |
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Our
ability to achieve profitability is dependent on our ability to reduce the amount of driver partner and consumer incentives we pay
relative to the commissions and fees we receive for our services. |
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Our
business is subject to numerous legal and regulatory risks that could have an adverse impact on our business and prospects. |
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Our
brand and reputation are amongst our most important assets and are critical to the success of our business and our failure to
maintain either or both could have an adverse impact on our business and prospects. |
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If
we fail to manage our growth effectively, our business operations, financial performance, financial condition, results of operations
and prospects could be materially and adversely affected. |
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If
we are 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. |
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Security,
privacy, or data breaches involving sensitive, personal or confidential information could expose us to liability under various
laws and regulations, decrease trust in our platform, and increase the risk of litigation and governmental investigation. |
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Improper,
dangerous, illegal or otherwise inappropriate activity by consumers or driver partners or other third parties could harm our business
and reputation and expose us to liability. |
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We
are subject to risks associated with strategic alliances and partnerships. |
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We
rely significantly on third-party cloud infrastructure services providers and any disruption of or interference with the use of our
services could adversely affect our business operations, financial performance, financial condition, results of operations and prospects. |
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The
proper uninterrupted functioning of our highly complex technology platform is essential to our business. |
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Our
business depends upon the interoperability of our mobile app and platform with different devices, operating systems and third-party
software that we do not control. |
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If
we do not adequately protect our intellectual property rights, or if third parties claim that we are misappropriating the intellectual
property of others, we may incur significant costs and our business operations, financial performance, financial condition, results
of operations and prospects may be adversely affected. |
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We
may not be able to make acquisitions or investments, or successfully integrate them into our business. |
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Any
failure by us or our third-party service providers to comply with applicable anti-money laundering or other related laws and regulations
could damage our business operations, reputation, financial performance, financial condition, and results of operation, or subject
us to other risks. |
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We
rely on our partnerships with financial institutions and other third parties for payment processing infrastructure and for the provision
of services through our platform. |
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Unfavorable
media coverage could harm our business operations, financial performance, financial condition, results of operations and prospects. |
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We
rely on the Land Transport Authority of Singapore for the validity of certain licences. |
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We
depend on talented, experienced and committed personnel, including engineers, to grow and operate our business, and if we are unable
to recruit, train, motivate and retain qualified personnel, particularly in the technology sector, our business operations, financial
performance, financial condition, results of operations and prospects may be materially and adversely affected. |
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Adverse
litigation judgments or settlements resulting from legal proceedings in which we may be involved could expose us to monetary damages
or limit the ability to operate our business. |
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We
track certain operating metrics with internal systems and tools and do not independently verify such metrics. Certain of our operating
metrics are subject to inherent challenges in measurement, and any real or perceived inaccuracies in such metrics may adversely affect
our business and reputation. |
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Our
use of open-source software (OSS) under restrictive licenses could: (i) adversely affect our ability to license and commercialize
certain elements of our proprietary code based on the commercial terms of our choosing; (ii) result in a loss of our trade secrets
or other intellectual property rights with respect to certain portions of our proprietary code; and (iii) subject us to litigation
and other disputes. |
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Increases
in fuel, energy, and other costs could adversely affect us. |
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We
allow consumers to pay for rides through our platform using cash, which raises numerous operational and safety concerns. |
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We
have insurance coverage provided by third parties, and we are subject to the risk that this may be insufficient or that insurance
providers may be unable to meet their obligations. |
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We
have plans to expand to other countries and are therefore subject to potential risks associated with operating and investing in these
countries. |
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Negative
publicity, including those relating to any of our Directors, executive officers and principal shareholders, may adversely affect our share price. |
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Natural
events, wars, terrorist attacks and other acts of violence involving any of the countries in which we have plans to expand into in
the future could adversely affect our operations. |
Risks
Relating to Our Securities
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An
active trading market for our Class A Ordinary Shares may not be established or, if established, may not continue and the trading
price for our Class A Ordinary Shares may fluctuate significantly. |
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We
may not maintain the listing of our Class A Ordinary Shares on the NYSE American which could limit investors’ ability to make
transactions in our Class A Ordinary Shares and subject us to additional trading restrictions. |
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The
trading price of our Class A Ordinary Shares may be volatile, which could result in substantial losses to investors. |
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If
securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations
regarding our Class A Ordinary Shares, the market price for our Class A Ordinary Shares and trading volume could decline. |
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Short
selling may drive down the market price of our Class A Ordinary Shares. |
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There
can be no assurance that we will not be a passive foreign investment company for U.S. federal income tax purposes, which could result
in adverse U.S. federal income tax consequences for U.S. investors who own our securities. |
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We
are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements. |
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We
are a foreign private issuer within the meaning of the Exchange Act, and as such we are exempt from certain provisions applicable
to United States domestic public companies. |
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As
an exempted company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate
governance matters that differ significantly from NYSE American corporate governance listing standards. |
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We
have incurred and will continue to incur significantly increased costs and devote substantial management time as a
result of the listing of our Class A Ordinary Shares on the NYSE American. |
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You
may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because
we are incorporated under Cayman Islands law. |
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We
are exposed to risks arising from fluctuations of foreign currency exchange rates. |
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Future
issuance of Shares by us and sale of Shares by our and/or by our existing shareholders may adversely affect the price of our Class
A Ordinary Shares. |
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Our
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. |
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If
securities or industry analysts do not publish or publish inaccurate or unfavorable research about our business, or if they adversely
change their recommendations regarding our Class A Ordinary Shares, the market price for our Class A Ordinary Shares and trading
volume could decline. |
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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. |
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We
may not be able to declare dividends in the future. |
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The Common Warrants
are speculative in nature. |
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Holders of Common Warrants
will have no rights as a common shareholder until such holders exercise their Common Warrants and acquire our Class A Ordinary Shares. |
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There is no public market
for the Common Warrants in this offering. |
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Absence of a public
trading market for the Common Warrants may limit your ability to resell the Common Warrants. |
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The market price of
our Class A Ordinary Shares may never exceed the exercise price of the Common Warrants issued in connection with this offering. |
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This is a best efforts offering, no minimum amount of securities is required to be sold, and we
may not raise the amount of capital we believe is required for our business plans. |
In
addition, we face risks and uncertainties related to our compliance with applicable regulations and policies in our principal markets
and operations. See “Risk Factors” and other information included in this prospectus for a detailed discussion of the above
and other challenges and risks.
Corporate
History and Structure
The
chart below sets out our corporate structure as of the date hereof.
*
RGT (BVI) Ltd owns 1 ordinary share in the capital of Ryde Technologies Pte. Ltd.
Corporate
Information
Our
principal executive offices are located at Duo Tower, 3 Fraser Street, #08-21, Singapore 189352. Our telephone number at this address
is +65-9665-3216. Our registered office in the Cayman Islands is located at Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place,
103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands. Our agent for service of process in the United States
is Puglisi & Associates, 850 Library Avenue, Suite 204, Newark, Delaware 19711.
We
are a foreign private issuer under the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, and as such we are exempt
from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers. See
“Risk Factors—Risks Relating to Our Business and Industry—We are a foreign private issuer within the meaning under
the Exchange Act, and as such we are exempt from certain provisions applicable to United States domestic public companies.”
Investors
should contact us for any inquiries through the address and telephone number of our principal executive offices. Our corporate website
is www.rydesharing.com. The information contained on our website is not a part of this prospectus.
Implications of Our Being an Emerging Growth
Company
As
a company with less than US$1.235 billion in revenue for our last fiscal year, we qualify as an “emerging growth company”
pursuant to the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified
reduced reporting and other requirements compared to those that are otherwise applicable generally to public companies. These provisions
include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the
emerging growth company’s internal control over financial reporting. The JOBS Act also provides that an emerging growth company
does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required
to comply with such new or revised accounting standards.
We
will remain an emerging growth company until the earliest of (a) the last day of the fiscal year during which we have total annual
gross revenue of at least US$1.235 billion; (b) the last day of our fiscal year following the fifth anniversary of the completion of
our initial public offering; (c) the date on which we have, during the preceding three-year period, issued more than US$1.0 billion in
non-convertible debt; or (d) the date on which we are deemed to be a “large accelerated filer” under the Exchange Act, which
would occur if the market value of the Class A Ordinary Shares that are held by non-affiliates exceeds US$700 million as of the last
business day of our most recently completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled
to the exemptions provided in the JOBS Act discussed above.
Implications
of Our Being a Foreign Private Issuer
We
are incorporated under Cayman Islands law. Under the rules of the Securities and Exchange Commission, or SEC, we are currently eligible
for treatment as a “foreign private issuer.” As a foreign private issuer, we are not required to file periodic reports and
financial statements with the SEC as frequently or as promptly as domestic registrants whose securities are registered under the Exchange Act. We are exempt from certain rules under the Exchange Act that impose certain disclosure obligations
and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, our officers, directors and principal
shareholders are exempt from the reporting and “short-swing” profit recovery provisions under Section 16 of the Exchange
Act.
Conventions
Which Apply to This Prospectus
Unless
otherwise stated or unless the context otherwise requires, in this prospectus:
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“Ryde,”
“we,” “us,” “our company” and “our” refer to Ryde Group Ltd, a Cayman Islands exempted
company, and its subsidiaries; |
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“Singapore”
refers to the Republic of Singapore; |
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“Class
A Ordinary Shares” refer to our Class A ordinary shares, of nominal or par value US$0.0002 per share; |
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“Class
B Ordinary Shares” refer to our Class B ordinary shares, of nominal or par value US$0.0002 per share; |
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“consumer”
refer to an end-user who uses services offered by or through us; |
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“driver-partner”
refer to an independent third-party contractor who provides mobility and/or quick commerce services on our platform; |
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“ride-hailing”
refer to prearranged and on-demand transport service for compensation in which drivers and passenger connect via digital applications
or platform; |
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● |
“ordinary
shares” refer to our Class A Ordinary Shares and Class B Ordinary Shares, of nominal or par value US$0.0002 per share; |
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|
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● |
“quick
commerce” refer to prearranged and on-demand delivery service for goods or products in exchange for compensation, facilitated
through digital applications or platforms, connecting consumers with delivery providers; |
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“S$”
or “SGD” refer to Singapore dollar(s), the legal currency of Singapore; and |
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“US$,”
“U.S. dollars,” “$” and “dollars” refer to United States dollar(s), the legal currency of the
United States. |
Non-US
GAAP Financial Measures
Unless
otherwise stated or unless the context otherwise requires, in this prospectus:
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|
● |
“Adjusted
EBITDA” is a non-US GAAP financial measure calculated as net loss adjusted to exclude: (a) finance cost, (b) income tax expenses,
(c) depreciation and amortization, (d) share-based compensation expenses, (e) impairment loss on goodwill, and (f) share listing
and associated expenses. |
The
Offering
| Units
Offered by Us |
|
Up
to 5,300,000 Units on a best-efforts basis
at a public offering price of US$0.85 per Unit. Each Unit consists of one Class A Ordinary Share, par value US$0.0002
per share, and one Common Warrant to purchase one Class A Ordinary Share. |
| |
|
|
| Class
A Ordinary Shares Issued and Outstanding Prior to This Offering |
|
17,447,426
Class
A Ordinary Shares |
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|
|
| Class
A Ordinary Shares to be Outstanding Immediately After This Offering(1) |
|
22,747,426
Class A Ordinary Shares |
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|
|
| Ordinary
Shares to be Outstanding Immediately After This Offering(1) |
|
26,289,826
Ordinary Shares |
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|
|
Description
of Common Warrants |
|
The Common Warrants will be immediately exercisable on
the date of issuance and expire on the five-year anniversary of the date of issuance at an initial exercise price of US$0.85
(equal to 100% of the public offering price of each Unit sold in this offering) per share, subject to appropriate adjustment in the
vent of recapitalization events, share dividends, share splits, share combinations, reclassifications, reorganizations or similar
events affecting our Class A Ordinary Share. The terms of the Common Warrants will be governed by a Warrant Agency Agreement, dated
as of the closing date of this offering, that we expect to be entered into with VStock Transfer LLC or its affiliate (the “Warrant
Agent”). This prospectus also relates to the offering of the Class A Ordinary Shares issuable upon exercise of the Common Warrants.
For more information regarding the Common Warrants, you should carefully read the section titled “Description of Share Capital”
in this prospectus. |
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|
|
| Voting
Right |
|
Each
holder of Class A Ordinary Share is entitled to one vote per share. Each holder of Class B Ordinary Share is entitled to 10 votes
per share. Each Class B Ordinary Share is convertible into one Class A Ordinary Share at any time by the holder thereof. Class A
Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. |
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|
|
| Use
of Proceeds |
|
If
the maximum offering amount is sold, we estimate that we will receive net proceeds of approximately US$4.0 million from this
offering, after deducting the placement agent fees and estimated offering expenses of approximately US$0.5 million payable
by us. We currently intend to use the net proceeds of the offering for general corporate purposes. However, because this is a
best-efforts offering and there is no minimum offering amount required as a condition to the closing of this offering, the actual
offering amount, the placement agent’s fees and net proceeds to us are not presently determinable and may be substantially
less than the maximum amounts set forth on the cover page of this prospectus. |
| |
|
|
| Lock-up |
|
We
have agreed not to issue, enter into any agreement to issue, announce the issuance or proposed
issuance of, or file any registration statement in connection with, any Class A Ordinary
Shares or Class A Ordinary Share equivalents involving a variable rate transaction in a six-month
period from the closing of this offering, subject to certain exceptions, without the prior
written consent of the placement agent.
We also agree
not to amend, modify, waive or terminate any provision of any of the lock-up agreements executed
as of March 5, 2024 in connection with the underwriting agreement dated March 5, 2024, between
the Company and the placement agent, except to extend the term of the lock-up period and
shall enforce the provisions of each lock-up agreement in accordance with its terms.
See “Shares Eligible for Future Sale” and “Plan of distribution—Lock-Up
Agreements”. |
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|
|
| NYSE
American Symbol |
|
Our
Class A Ordinary Shares are listed on NYSE American under the symbol “RYDE”. We do not intend to list the Common Warrants
on any securities exchange or other trading market. |
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|
|
| Risk
Factors |
|
See
“Risk Factors” and other information included in this prospectus for a discussion of risks you should carefully consider
before investing in our securities. |
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|
|
| Reasonable
best efforts |
|
We
have agreed to offer and sell the securities offered hereby to the purchasers through the placement agent. The placement agent is
not required to buy or sell any specific number or dollar amount of the securities offered hereby, but it will use its reasonable
best efforts to solicit offers to purchase the securities offered by this prospectus. See “Plan of Distribution” on page
41 of this prospectus. |
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(1) | Unless
otherwise indicated, this prospectus reflects and assumes no exercise of the Common Warrants
included in the Units offered hereby. |
Risk
Factors
Investing
in our securities entails a significant level of risk. Before investing in our securities, you should carefully consider
all of the risks and uncertainties mentioned in this section, in addition to all of the other information in this prospectus, including
the financial statements and related notes. We may face additional risks and uncertainties aside from the ones mentioned below. There
may be risks and uncertainties that we are unaware of, or that we currently do not consider material, that may become important factors
that could adversely affect our business in the future. Any of the following risks and uncertainties could have a material adverse effect
on our business, financial condition, results of operations and prospects. In such case, the market prices of the Class A Ordinary Shares
could decline, and you may lose part or all of your investment.
RISKS
RELATING TO OUR BUSINESS AND INDUSTRY
Our
business is still in an early stage of growth. If our business does not continue to grow, or our aspirations to become a super mobility
app do not materialize, grows slower than expected, fails to grow as large as expected, or fails to turn profitable, our business operations,
financial performance, financial condition, results of operations and prospects could be materially and adversely affected.
Although
our business has grown since our inception in 2014, our business is still in a relatively early stage of growth. Therefore, there is
no assurance that we will achieve and maintain growth and profitability across all our business segments. There is also no assurance
that market acceptance of our offerings will continue to grow, or that new offerings will be accepted. In addition, our business could
be impacted by macro-economic conditions and their effect on discretionary consumer spending, which in turn could impact consumer demand
for offerings made available through our platform.
Our
management believes that our growth is dependent on several factors, including our ability to:
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expand
and diversify our mobility and quick commerce offerings, which include innovating in new areas and these often require us to make
investments and absorb losses while we build scale; |
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increase
the scale of the driver partner base and increase consumer usage of our platform and the synergies within our ecosystem; |
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optimize
our cost efficiency; |
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develop
our super mobility app, the tools we provide our driver partners, along with our other technology and infrastructure; |
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recruit
and retain high quality talent; |
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enhance
our reputation and brand; |
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ensure
adequate safety and hygiene standards are established and maintained across our offerings; |
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seek
to form strategic partnerships, including with leading multinationals and global brands; |
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manage
our relationships with stakeholders and regulators in Singapore or other jurisdictions in the future, as well as the impact of existing
and evolving regulations; |
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obtain
and maintain licences and regulatory approvals that may be required for our offerings; and |
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compete
effectively with our competitors. |
We
may not successfully accomplish any of these objectives.
In
addition, achieving profitability will require us, for example, to continue to grow and scale our business, manage promotion and incentive
spending, improve monetization, reduce marketing and other spending and increase consumer spending.
We
cannot assure you that we will be able to continue to grow and manage each of our segments or our super mobility app platform or achieve
or maintain profitability. Our success will depend substantially on our ability to develop appropriate strategies and plans, including
our sales and marketing efforts, and the ability to implement such plans effectively. If driver partners and consumers accessing offerings
on our platform do not perceive us as beneficial, or choose not to utilize us, the market for our business may not further develop, may
develop slower than expected, or may not achieve the growth potential or profitability we expect, any of which could materially and adversely
affect our business operations, financial performance, financial condition, results of operations and prospects.
We
face intense competition across the segments and in the market we serve.
We
face competition in each of our segments and in the Singapore market. The segments and market in which we operate are intensely competitive
and characterized by shifting user preferences and introductions of new services and offerings. We compete for both driver partners and
consumers accessing offerings through our platform.
Our
competitors may operate in single or multiple segments and in a single market or regionally across multiple markets. These competitors
may be well-established or new entrants and focused on providing low-cost alternatives or higher quality offerings, or any combination
thereof, which may adversely affect our market share. New competitors may include established players with existing businesses in other
segments or markets that expand to compete in our segments or market. Our competitors in Singapore may enjoy competitive advantages such
as reputational advantages, better brand recognition, longer operating histories, larger marketing budgets, and more supportive regulatory
regimes and may also offer discounted services, driver partners incentives, consumer incentives, discounts or promotions, innovative
services and offerings, or alternative pricing models. From time-to-time, competitive factors have caused, and may continue to cause,
us to adjust prices or fees and commissions and increase driver partner or consumer incentives and marketing expenses, which has impacted
and could continue to impact our revenues and costs. In addition, some of our competitors may consolidate to expand their market position
and capabilities, establish cooperative or strategic relationships amongst themselves or with third parties that may further enhance
their resources and offerings. For example, in 2018 Grab acquired Uber’s Southeast Asia operations, with Grab integrating Uber’s
ridesharing and food delivery business in the region into Grab’s existing multi-modal transportation and fintech platform.
In
our segments and market, the barriers to entry are low and driver partners and consumers may choose alternative platforms or services.
Our competitors may adopt certain of our services and/or features or may adopt innovations that consumers or driver partners value more
highly than ours, which could render the offerings on our platform less attractive or reduce our ability to differentiate our offerings.
The driver partners may shift to the platform with the highest earning potential or highest volume of work and lowest commissions. Driver
partners and consumers may shift to the platform that otherwise provides them with the best opportunities. Consumers may access driver
services through the lowest-cost or highest-quality provider or platform or a provider or platform that provides better choices or a
more convenient technology. With respect to our platform, driver partners and consumers may shift to other platforms based on overall
user experience and convenience, tools to enhance profitability, integration with mobile and networking applications, quality of mobile
applications, and convenience of payment settlement services.
In
our quick commerce segment, we face competition from on-demand, last-mile package delivery players such as Lalamove, GrabExpress and
Pickupp. In addition, many merchants may own and operate their own delivery fleets, bypassing the need for our on-demand delivery service.
For example, supermarkets, grocery, and convenience stores are able to utilize their in-house delivery services which are owned by them.
In
our mobility segment, we face competition from ride-hailing and carpooling service providers such as ComfortDelGro, TADA, Gojek and Grab,
as well as licensed taxi operators such as Comfort Taxi, CityCab, SMRT Taxis, Trans-cab, Premier Taxis and Prime Taxi. In addition, consumers
have other options including public transportation and personal vehicle ownership. Furthermore, there are many companies currently involved
in the research and development of autonomous vehicles. Though we do not believe that such technology will become commercially available
soon, it may disrupt the ride-hailing industry in the future.
Any
failure to successfully compete or adapt quickly to the changing market conditions and trends could materially and adversely affect our
business operations, financial performance, financial condition, results of operations and prospects.
We
may not be able to continue to raise sufficient capital or achieve or sustain profitability.
We
invest in our business, including, among others, (i) expanding the quick commerce and mobility offerings on our platform; (ii) increasing
the scale of the driver partner base and consumer base accessing offerings on our platform; (iii) developing and enhancing our mobile
app, (iv) enhancing the tools that we provide for the driver partners, our payments network and other technology and infrastructure and
(v) recruiting quality talent. We also have plans to develop our business across countries, where each country has different infrastructure,
regulations, systems, and user expectations, with a strategy that involves a hyperlocal approach to our operations, all of which require
more investment than if we only operated in one country. Our offerings require us to make investments and develop scale in order to achieve
profitability. To be competitive, generate scale and increase liquidity, from time to time we will adjust commissions and offer driver
partners and consumers incentives, which also reduces our revenue. We will continue to require significant capital investment to support
and grow our business. Issuances of equity or convertible debt securities could cause existing shareholders to suffer significant dilution,
and any new equity securities issued may have rights, preferences, and privileges superior to those of existing shareholders. Debt financing
could contain restrictive covenants relating to financial and operational matters including restrictions on the ability to incur additional
secured or unsecured indebtedness that may make it more difficult to obtain additional capital with which to pursue business opportunities.
We may not be able to obtain additional financing on acceptable terms, if at all.
Any
failure to increase our revenue, manage the increase in our operating expenses, continue to raise capital or manage our liquidity could
prevent us from achieving or maintaining profitability, and could materially and adversely affect our business operations, financial
performance, financial condition, results of operations and prospects.
Our
ability to achieve profitability is dependent on our ability to reduce the amount of driver partner and consumer incentives we pay relative
to the commissions and fees we receive for our services.
Our
business model includes payment of incentives to our driver partners (which are typically awarded to our driver partners when they complete
a certain number of trips within a certain period) and consumers (‘cashback’ or bonuses by way of RydeCoins are awarded to
consumers as part of the promotions or marketing campaigns, typically when they complete a trip or multiple trips). Our ability to increase
our revenues and achieve profitability is therefore dependent on our ability to effectively use incentives to encourage the use of our
platform and over time to reduce the amount of incentives we pay to both our driver partners and consumers of our services relative to
the amount of commissions and fees we receive for our services. If we are unable to reduce the amount of incentives, we pay overtime
relative to the commissions and fees we receive, it will likely impact our ability to increase our revenues, raise capital and achieve
profitability, any or all of which could prevent us from continuing as a going concern or maintaining or increasing profitability. In
addition, given our use of incentives to encourage use of our platform, future decreases in the use of incentives could also result in
decreased growth in the number of users and driver partners or an overall decrease in users and driver partners and decreases in our
revenues, which could materially and adversely affect our business operations, financial performance, financial condition, results of
operations and prospects.
Our
business is subject to numerous legal and regulatory risks that could have an adverse impact on our business and prospects.
We
operate across the mobility and quick commerce segments in Singapore, in which we are subject to various regulations.
The
focus areas of regulatory risk that we are exposed to include, among others: (i) evolution of laws and regulations applicable to mobility
and quick commerce offerings, (ii) various forms of data regulation such as data privacy, data portability, cybersecurity and advertising
or marketing, (iii) gig economy regulations, (iv) anti-trust regulations, (v) economic regulations such as price, supply regulation,
safety, health and environment regulations, (vi) foreign ownership restrictions, and (vii) regulations regarding the provision of online
services, including with respect to the internet and mobile devices.
In
addition, we may not be able to obtain all the licences, permits and approvals that may be necessary to provide our offerings
and those we plan to offer. As the segments we operate in are relatively new and disruptive in our market, the relevant laws and regulations
are often evolving. For this reason, we cannot be certain that we will be able to maintain the licences and approvals that we
have previously obtained, or that once they expire, we will be able to renew them. We cannot assure you that our interpretations of the
rules and our exemptions have always been or will be consistent with that of local regulators. As we expand our businesses, we may be
required to obtain new licences and will be subject to additional laws and regulations in the markets we plan to operate in.
Our
business is subject to regulations from various regulators within the jurisdiction we operate in, and such regulators may not always
act in concert. As a result, we may be subject to requirements which separately may not be materially adverse to us but when taken together
could have a material impact on us.
Segments
of our businesses that are currently unregulated could become regulated, or segments of our businesses that are already regulated could
be subject to new and changing regulatory requirements. Various proposals which may impact our business are currently before national
regulatory entities regarding issues related to our business and business model. For example, in Singapore, the Ministry of Manpower
(“MOM”) convened the Advisory Committee on Platform Workers to look into strengthening protections for platform workers,
possibly in the form of legislative changes, specifically for delivery persons, private-hire drivers and taxi drivers. The Singapore
government has accepted the recommendations given by the Advisory Committee on Platform Workers and are looking to implement the recommendations
in a progressive manner from the later part of 2024 at the earliest. It is contemplated for there to be changes to the applicable legislation.
As such, we may be required to make operational adjustments to comply with the necessary regulatory requirements, in order to avoid incurring
penalties or disruptions in operations, which could involve significant costs or may not be practicable.
Compliance
with existing or new laws and regulations could expose us to liabilities or cause us to incur significant expenses or otherwise impact
our offerings or prospects, such as providing minimum base fare guarantee, contribution of driver partners’ Central Provident Fund
(CPF) and paying for driver partners’ insurance. Additionally, as we expand our offerings in new areas, we may become subject to
additional laws and regulations, which may require licences to be obtained for us to provide new offerings or continue to provide
existing offerings in Singapore. Further, developments in environmental regulations, such as those applicable to vehicles that run on
fossil fuels, may adversely impact our mobility and quick commerce businesses.
Our
actual or perceived failure to comply with applicable regulations could expose us to regulatory actions, including, but not limited to,
potential fines, orders to temporarily or permanently cease all or some of our business activities, a prohibition on taking on new consumers
and driver partners, and the implementation of mandated remedial measures. Any such actions could materially and adversely affect our
business operations, financial performance, financial condition, results of operations and prospects.
For
more information on the permits, licences, laws and regulations applicable to our business, please refer to the section titled
“Regulations”.
Our
brand and reputation are amongst our most important assets and are critical to the success of our business.
Our
brand and reputation are amongst our most important assets. We believe “Ryde” is a household name in Singapore that is synonymous
with our offerings. Successfully maintaining, protecting, and enhancing our brand and reputation are critical to the success of our business,
including the ability to attract and maintain employees, driver partners and consumers accessing offerings available on our platform,
and otherwise expand our mobility and quick commerce offerings. Our brand and reputation are also important to maintain or grow our standing
in Singapore, including with regulators and community leaders. Any harm to our brand could lead to regulatory action, litigation and
government investigations and weaken our ability to effect legislative changes and obtain licences. In addition, because of our
future plans to expand in other countries, an adverse impact on our brand or reputation in Singapore can adversely affect other parts
of our business.
A
variety of factors and/or incidents, including those that are actual and within our control, as well as those that are perceived, rumored,
or outside of our control or responsibility, can adversely impact our brand and reputation, such as:
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complaints
or negative publicity, including those related to personal injury or sexual assault cases involving consumers using our mobility
offerings; |
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issues
with the choices and quality of our services and offerings or trust in our offerings; |
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illegal
or inappropriate behavior by employees, consumers or driver partners or other third parties we work with, including relating to the
safety of consumers and driver partners; |
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improper,
unauthorized, or illegal actions by third parties who conduct fraudulent or other activities, such as phishing-attacks; |
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the
convenience and reliability of our mobile app and technology platform, as well as any cybersecurity incidents affecting, disruptions
to the availability of, or defects in our platform or mobile app; |
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issues
with the pricing of our offerings or the terms on which we do business with platform users including consumers and driver partners; |
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service
delays or failures, such as missing, incorrect or cancelled rides, or issues with cleanliness, inappropriate handling during quick
commerce deliveries; |
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failing
to act responsibly or in compliance with regulatory requirements, some of which may be evolving, in areas including labor, anti-corruption,
anti-money laundering, safety and security, data security, privacy, provision of information about consumers and activities on our
platform, or environmental requirements in areas including emissions, sustainability, human rights, diversity, non-discrimination
and support for employees, driver partners and the local community; and |
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media
or legislative scrutiny or litigation or investigations by regulators or other third parties. |
Any
harm to our brand or reputation, including as a result of or related to any of the foregoing, could materially and adversely affect our
business operations, financial performance, financial condition, results of operations and prospects.
If
we fail to manage our growth effectively, our business operations, financial performance, financial condition, results of operations
and prospects could be materially and adversely affected.
Since
our inception in 2014, we have experienced growth in our employee headcount, the number of consumers and driver partners using our platform,
our offerings and scale of our operations. We have also expanded through strategic partnerships. This expansion increases the complexity
of our business and has placed, and will continue to place significant strain on our management, personnel, operations, systems, technical
performance, financial resources, and internal financial control and reporting functions. Our risk management function, particularly
relating to enterprise-wide risk management are in relatively early stages of development and therefore we may be unable to identify,
mitigate and remediate risks as they develop. We may not be able to manage our growth effectively, which could damage our reputation
and negatively affect our operating results. Properly managing our growth will require us to establish consistent policies across functions
as well as additional localized policies where necessary. A failure to effectively develop and implement any such policies could harm
our business. In addition, as we expand, if we are unsuccessful in hiring, training, managing, and integrating new employees and staff
to help manage and operate our businesses, or if we are not successful in retaining our existing employees and staff, our business may
be harmed.
To
manage the growth of our operations and personnel and improve the technology that supports our business operations, our financial and
management systems, disclosure controls and procedures, and our internal controls over financial reporting, we will be required to commit
substantial financial, operational, and technical resources. In particular, upgrades to our technology or network infrastructure are
critical in supporting our growth, and without effective upgrades, we could experience unanticipated system disruptions, slow response
times, or poor experiences for consumers and driver partners. As our operations continue to expand, our technology infrastructure systems
will need to be scaled to support our operations. In addition, our organizational structure will continue to grow as our platform is
used by additional consumers and driver partners, and as we add employees, services and offerings, and technologies. As we continue to
expand, including potentially through acquisitions and strategic partnerships, which may include expansion into business activities where
we have limited experience, such as financial services, car leasing etc, or no experience at all, we are also expecting the organizational
structure to grow and change. If we do not manage the growth of our business and operations effectively, the quality of our platform
and the efficiency of our operations could suffer, which could materially and adversely affect our business operations, financial performance,
financial condition, results of operations and prospects.
If
we are 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
independent contractor status of driver partners is currently being challenged in courts, by government agencies, non-governmental organizations,
groups of drivers, labor unions and trade associations all around the world. The tests governing whether a driver partner is an independent
contractor, or an employee vary by governing law and are typically highly sensitive to certain factors including, among others, changes
in public opinion and political conditions. We believe that the driver partners are independent contractors based on existing employment
classification frameworks, because, among other things, they: (i) can choose whether, when, where, and the manner and means to provide
services on our platform; (ii) are able to provide services on our competitors’ platforms; (iii) have each acknowledged and agreed
when signing up to our terms and conditions that their relationship with us does not constitute an employment relationship; (iv) may
provide their own vehicles to perform services and are also able to rent cars (as lessees) from any rental company, if needed; and (v)
pay a commission for using our platform. Changes to laws or regulations governing the definition or classification of independent contractors,
or judicial decisions regarding independent contractor classification, could require reclassification of driver partners as employees,
and if so, we would be required to incur significant additional expenses for compensating driver partners, potentially including expenses
associated with the application of wage and hour laws, which may include requirements to pay wages for periods when a driver partner
is offline or not driving through our platform, overtime, meal and rest period requirements, employee benefits (including requirements
with respect to Central Provident Fund (CPF) contribution and compulsory insurance fees), taxes, and penalties. In addition, a determination
that driver partners are employees or ostensible agents could lead to claims, charges or other proceedings under laws and regulations
applicable to employers and employees, such as claims of joint employer liability or agency liability, harassment and discrimination,
and unionization. New employment classifications could be created and applied to the driver partners, with additional requirements imposed
on us beyond current requirements. Any such reclassification or new classifications could have a significant impact on our labor costs,
business operations and employee relations, and an adverse effect on our business and financial condition.
Although
our position with respect to the independent contractor status of driver partners has generally been upheld in Singapore, we may face
challenges from potential changes pertaining to the employee status of driver partners.
Furthermore,
we have historically strived to provide driver partner benefits and schemes including offering support to driver partners during the
COVID-19 pandemic. Such benefits may in certain cases go beyond any statutory requirements and are used to both acquire and encourage
the frequent use of our platform by driver partners as well as to demonstrate to stakeholders and regulators that we are a responsible
and good partner to our platform users. However, despite such efforts, regulators may deem our benefits and welfare schemes insufficient
and impose additional requirements on companies like us or change relevant laws or regulations. Policies could change due to, among others,
driver welfare concerns with respect to matters such as income protection and certainty, long-term financial condition, professional
development, the need for health or other insurance, retirement benefits, the need for fair working conditions and the desire to provide
a forum to voice opinions and complaints, and we may not be successful in defending the independent contractor status of driver partners
in Singapore or other jurisdictions we may expand into in the future. The costs associated with complying with future regulations or
defending, settling, or resolving pending and future lawsuits relating to the independent contractor status of the driver partners could
be material to our business.
In
addition, even if we are successful in defending such independent contractor status, governments may nevertheless impose additional requirements
on us with respect to our independent contractors. Although we do work with certain regulators to address these concerns, including discussing
new categories of employment to cater to the needs of gig economy workers in a financially sustainable manner for platform companies
such as us, we may not be successful in these efforts or be able to do so without impacting consumer experience. We may need to incur
substantial additional expenses to provide additional benefits to our independent contractors if required or requested by regulators.
The
occurrence of any of the foregoing events could materially and adversely affect our business operations, financial performance, financial
condition, results of operations and prospects.
If
we are unable to continue to grow our base of platform users, including driver partners and consumers accessing our offerings, our value
proposition for each constituent group could diminish, impacting our results of operations and prospects.
Our
success depends on our ability to increase the scale of the driver partner base and the number of consumers transacting through our platform.
A key focus of our growth strategy has been to develop a super mobility app to create an ecosystem with synergies driving more users
on both the supply and demand sides to our platform. This ecosystem, and the synergies within our ecosystem, take time to develop and
grow, because doing so requires us to replicate our efforts in Singapore, to other cities in the future, where each country has different
infrastructure, regulations, systems and user expectations and preferences, as well as a different approach to localizing our operations.
Although we believe there are strong synergies among our business segments that help increase the breadth, depth and interconnectedness
of our overall ecosystem, there are a number of risks and uncertainties that may impact the attractiveness of our ecosystem, including
the following:
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If
consumers are not attracted to our platform or choose quick commerce or mobility services providers outside of our platform, we may
be unable to attract or retain driver partners to our platform, which in turn means consumers using our platform may have fewer choices
and may not be able to obtain better value options thereby making our platform less attractive to consumers. Consumers choose our
platform based on many factors, including the convenience of our mobile app, trust in the services offered through our platform as
well as our technology platform and the choices and quality of our services and offerings. A deterioration in any of these factors
could result in a decline in the number of consumers using the offerings on our platform, or the frequency with which they use such
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If
driver partners are not attracted to our platform or choose not to offer their services through our platform, or elect to offer them
through a competitor’s platform, we may lack a sufficient supply of driver partners to attract and retain consumers to our
platform. Driver partners choose us based on many factors, including the opportunity to earn money, the flexibility and autonomy
to choose where, when and how often to work, the tools and opportunities we provide to seek to maximize productivity and other benefits
that we provide to them. It is also important that we maintain a balance between demand and supply for mobility and quick commerce
services in any given area at any given time. We have experienced and expect to continue to experience driver partner supply constraints
from time to time in certain areas or locations within Singapore. To the extent that we experience driver partner supply constraints,
we may need to increase, or may not be able to reduce, the driver partners incentives that we offer. |
The
number of consumers using our platform may decline or fluctuate as a result of many factors, including dissatisfaction with the operation
and security of our mobile app or consumer support, pricing levels, dissatisfaction with the quick commerce or mobility offerings or
quality of services provided by the driver partners and negative publicity related to our brand or reputation, including as a result
of safety incidents, driver partner or community protests or public perception of our business.
The
number of driver partners on our platform may decline or fluctuate as a result of a number of factors, including ceasing to provide services
through our platform, passage or enforcement of local laws regulating, restricting, prohibiting or taxing the services and offerings
of the driver partners, the low costs of switching to alternative platforms, dissatisfaction with our brand or reputation, our pricing
model (including potential reductions in incentives) or other aspects of our business. Additionally, driver partner or community protests
could also negatively impact driver partners’ perception of us or our industry and impact our ability to recruit and maintain our
base of driver partners.
In
addition, the synergies we seek to realize from having a super mobility app-led ecosystem may not materialize as we expect them to or
in a cost-effective manner. For example, we expect our super mobility app strategy to benefit from maximizing driver partners’
utilization, which we believe will be linked to lower driver partner and consumer acquisition costs due to potentially lower incentives
that we need to offer, and increased consumer engagement, retention and spending.
Any
inability to maintain or increase the number of consumers or driver partners that use our platform or a failure to effectively develop
our super mobility app could have an adverse effect on our ability to maintain and enhance our ecosystem, as well as the synergies within
our ecosystem, and otherwise materially and adversely affect our business operations, financial performance, financial condition, results
of operations and prospects.
Security,
privacy, or data breaches involving sensitive, personal or confidential information could also expose us to liability under various laws
and regulations, decrease trust in our platform, and increase the risk of litigation and governmental investigation.
Our
business involves the collection, storage, processing, and transmission of a significant amount of personal and sensitive data, such
as that of driver partners, consumers, employees, job candidates and other third parties. We are subject to numerous laws and regulations
designed to protect such data. Laws and regulations that impact our business, and particularly laws, regulations and other measures the
Singapore government may take based on privacy and data protection concerns, are increasingly strict and complex, and change frequently.
We may also be required to disclose personal data about an individual to a government agency, where the disclosure is necessary in the
public interest, or for the purposes of policy formulation or review. Some of these disclosures may put us in a disadvantaged position,
especially if the provided data is repurposed for another intent, or adequate protection is not accorded to such data. As such laws increase
in their complexity and impose new requirements, we may be required to incur increased costs to comply with data privacy laws and could
incur penalties for any non-compliance or breaches. These laws may also limit how we are able to use data. For more information regarding
relevant laws and regulations we are subject to.
From
time to time, we implement measures in order to protect sensitive and personal data in accordance with our contracts, data protection
laws and consumer laws. However, we may be subject to data breach incidents, including where data breach incidents are suffered by third
parties that we contract or interact with, that often involve factors beyond our control. We also rely on third-party service providers
to host or otherwise process some of our platform users’ data in Singapore and we may have limited control or influence over the
security policies or measures adopted by such third-party service providers. Any failure by a third party to prevent or mitigate security
breaches or improper access to, or disclosure of, such information could have adverse consequences for us.
Although
we maintain, and are in the process of improving, internal access control mechanisms and other security measures to ensure secure and
appropriate access to and storage and use of our sensitive, business, personal, financial or confidential information by anyone including
our employees, contractors and consultants, these mechanisms may not be entirely effective, or fully complied with internally. As part
of periodic reviews carried out by us, we have not identified, but in the future may identify, data protection issues requiring remediation
with respect to such measures that require us to further update our compliance functions. Any misappropriation of personal information,
including credit card information, could harm our relationship with consumers and driver partners and cause us to incur financial liability
and reputational harm. If any person, including any of our employees, improperly breaches our network security or otherwise mismanages
or misappropriates driver partners’ or consumers’ personal or sensitive data, we could be subject to regulatory actions and
significant fines for violating privacy or data protection and consumer laws or lawsuits for breaching contractual confidentiality or
data protection provisions which could result in negative publicity, legal liability, loss of consumers or driver partners and damage
to our reputation. We are potentially an attractive target of data security attacks by third parties that may attempt to fraudulently
induce employees to disclose information to gain access to our data or the data of platform users. A successful attempt could lead to
the compromise of sensitive, business, personal, financial, credit card or other confidential information, which could result in significant
liability and a material loss of revenue resulting from the adverse impact on our reputation and brand, a diminished ability to retain
or attract new platform users and disruption to our business.
As
the techniques used by an individual or a group to obtain unauthorized access could result in unwarranted alteration to our data and
source codes, or disable and/or degrade services, and sabotage systems are often complex, not easily recognizable and evasive, we may
not be able to anticipate these techniques and implement adequate preventative measures. Such individuals or groups may be able to circumvent
our security measures (including, but not limited to, via phishing attacks, malware infection, system intrusion, misuse of systems, website
defacement, and denial-of-service attacks) and may improperly access or misappropriate confidential, proprietary, or personal information
held by or on behalf of us, disrupt our operations, damage our computers, or otherwise damage our business. Although we have developed,
and continue to develop, systems and processes that are designed to protect our servers, platform and data, including personal and sensitive
data of the driver partners, consumers, employees, job candidates and other third parties, we cannot guarantee that such measures will
be effective at all times. Our efforts may be hindered due to, for example, government surveillance, regulatory requirements or other
external events; software bugs or other technical errors or issues; or errors or misconduct of employees, contractors or others; a rapidly
evolving threat landscape; and inadequate or failed internal processes or business practice. While we endeavor to protect against or
remediate cybersecurity threats or breaches, or to mitigate the impact of any breaches or threats, we may still be subject to potential
liability.
Any
of the foregoing could subject us to regulatory fines, scrutiny and actions, including, but not limited to, orders to temporarily or
permanently cease all or some of our business activities, a prohibition on taking on new consumers or driver partners and the implementation
of mandated remedial measures, which could materially and adversely affect our business operations, financial performance, financial
condition, results of operations and prospects.
Improper,
dangerous, illegal or otherwise inappropriate activity by consumers or driver partners or other third parties could harm our business
and reputation and expose us to liability.
Due
to the breadth of our operations that span across a wide variety of consumers, driver partners and other third parties in Singapore,
we are exposed to potential risks and liabilities arising from improper, dangerous, illegal or otherwise inappropriate actions by a wide
variety of persons that we have no control over. Although we have implemented certain measures to ensure both driver partner and consumer
safety, such measures may not be effective or adequate and any such actions may result in adverse consequences, such as nuisance, property
damage, injuries, fatalities, business interruption, brand and reputational damage or significant liabilities for us.
Although
there are generally certain qualification processes in place for the driver partners, including profile verification on driver partners,
these qualification processes may not bring to light all potentially relevant information and would not bring to light events occurring
after the qualification process is complete. In Singapore, certain information may be limited by applicable laws or limited generally,
and we also may fail to conduct qualification processes adequately. Furthermore, we do not independently test the driving skills of the
driver partners.
In
both our mobility and quick commerce businesses, if the driver partners or consumers engage in improper, dangerous, illegal or otherwise
inappropriate activities, driver partners and/or consumers may no longer consider offerings on our platform to be safe and we may otherwise
suffer adverse consequences, such as liability arising from bodily harm to other users of our platform, and other brand and reputational
damage. If consumers or third parties providing other services in partnership with us engage in improper, illegal or otherwise inappropriate
activities while using our platform, other consumers and driver partners may also be unwilling to continue using our platform. Despite
measures that we have taken to detect and reduce the occurrence of fraudulent or other malicious activity on our platform, we cannot
guarantee that our measures will be effective.
Any
of the foregoing activities, whether or not caused by or known to us, could harm our brand and reputation, result in litigation or regulatory
actions, and may otherwise materially and adversely affect our business operations, financial performance, financial condition, results
of operations and prospects.
We
are subject to risks associated with strategic alliances and partnerships.
We
have entered into strategic alliances and partnerships with third parties and may continue to do so in the future. For example, we entered
into a partnership with an insurance company to provide insurance for riders who make trips using our Ryde platform. These alliances
and partnerships subject us to a number of risks, including risks associated with the sharing of proprietary information between parties,
non-performance by us or our partners of obligations under relevant agreements, disputes with strategic partners over strategic or operational
decisions or other matters, increased expenses in establishing new strategic alliances and non-compete provisions under some of such
arrangements which limit our ability to operate in certain market segments, and reputational risks from association with strategic partners,
as well as litigation risks associated therewith.
Furthermore,
some of our strategic alliances and partnership agreements may contain exclusivity provisions restricting us from providing a particular
service outside of the strategic alliance or partnership in Singapore. Although we agree to such restrictions because we believe that
the overall strategic alliance or partnership is to our benefit, such restrictions could materially and adversely affect our business
operations, financial performance, financial condition, results of operations and prospects.
We
rely significantly on third-party cloud infrastructure services providers and any disruption of or interference with the use of our services
could adversely affect our business operations, financial performance, financial condition, results of operations and prospects.
Our
platform is currently hosted within data centers provided by third-party cloud infrastructure services providers. As the continuing and
uninterrupted performance of our platform is critical to our success, any system failures of such third-party providers’ services
could reduce the attractiveness of our platform and may adversely affect our ability to meet the requirements of consumers and driver
partners when they are using our platform. Third-party cloud infrastructure services providers are vulnerable to damage or interruptions
from factors beyond our or their control, including but not limited to computer viruses and other malicious code, denial-of-service attacks,
cyber and ransomware attacks, phishing attacks, break-ins, sabotage, vandalism, power loss or other telecommunications failure, fire,
flood, hurricane, tornado or other natural disasters, software or hardware errors, failures or crashes and other similar disruptive problems.
We expect that if/when we expand to certain jurisdictions outside of Singapore in the future, it may become increasingly difficult to
ensure reliability of our platform as we expand, and the usage of our platform increases. Any future disruptions could adversely impact
user experience, create negative publicity harming our reputation, impact the quality, availability and speed of the services we provide
as well as potentially violate regulatory requirements in relation to technology risk and business continuity risk management. Any of
the foregoing could result in interruptions, delays, loss of data, cessations to our operations or in the provision of offerings through
our platform and compensation payments to our partners and end consumers, and could materially and adversely affect our business operations,
financial performance, financial condition, results of operations and prospects.
Furthermore,
under our agreements with our third-party cloud infrastructure services providers, there are no minimum spending commitments, but there
are however, standard rates based on the amount of storage required, and if we exceed the storage provided, we will have to incur additional
expenses.
The
proper uninterrupted functioning of our highly complex technology platform is essential to our business.
Our
business depends on the performance and reliability of our system as well as the efficient and uninterrupted operation of mobile communications
systems that are not under our control. Our mobile app platform is a complex system composed of many interoperating components and incorporates
software that is highly complex, and therefore, many events that are beyond our control may cause service interruptions or degradations
or other performance problems across the whole platform, including but not limited to computer viruses and other malicious code, denial-of-service
attacks, cyber and ransomware attacks, phishing attacks, break-ins, sabotage, vandalism, power loss or other telecommunications failure,
fire, flood, hurricane, tornado or other natural disasters, software or hardware errors, failures or crashes, and other similar disruptive
problems. We may experience system failures and other events or conditions from time to time that interrupt the availability or reduce
or affect the speed or functionality of our platform. We have certain disaster response procedures, and we or our third-party service
providers currently have a business continuity framework in place in all instances. However, there can be no assurance that such framework
will be implemented in a cost-effective manner or at all, or that it will prove effective or meet all the expectations of our stakeholders,
including our consumers, driver partners and regulators, both current and in the future, in relation to cybersecurity risk, technology
risk and business continuity management.
Our
software, including third-party or open-source software that is incorporated into our software code, may now or in the future contain
undetected errors, bugs, or vulnerabilities. Some errors in our software code may only be discovered after the code has been released.
Bugs in our software, third-party software including open source software that is incorporated into our code, misconfigurations of our
systems and unintended interactions between systems could result in our failure to comply with certain regulatory reporting obligations
or compliance requirements or the introduction of vulnerabilities into our platform that may be exploited by cyber-attackers or third-parties
engaging in fraudulent activities, or could cause downtime that would impact the availability of our platform, which could reduce the
attractiveness of our platform to users, increase the likelihood of a successful cyber-attack or result in violations of regulators’
expectations of prescribed technology risk management practices. Further, we may need our third-party service providers to comply with
certain regulatory requirements and we cannot assure you that such third-party service providers are able to comply with such requirements.
To mitigate this risk, we endeavor to have a diverse pool of third-party service providers. Cyber-attackers and third-parties engaged
in fraudulent activities have not exploited vulnerabilities in our platform but may in the future attempt to do so. If the measures we
take to prevent these incidents from occurring are unsuccessful, we may incur losses from these fraudulent activities.
Disruptions
in internet infrastructure, the absence of available mobile data or global positioning system signals or the failure of telecommunications
network operators to provide us with the necessary bandwidth for our services and offerings could also interfere with the speed and availability
of our platform. Furthermore, we have no control over the costs of the services provided by Singapore’s telecommunications operators.
If mobile internet access fees or other charges to internet users increase, consumer traffic may decrease, which may in turn cause our
revenue to significantly decrease. Our operations also rely on various other third-party software and applications, and disruptions with
respect to our usage of any such software could cause business interruption.
Furthermore,
although we seek to maintain and improve the availability of our platform and to enable rapid releases of new features and services,
it may become increasingly difficult to maintain and improve the availability of our platform, especially during peak usage times and
as our platform becomes more complex and more services are offered through our mobile app and user traffic increases. If our platform
is unavailable when driver partners and consumers and/or platform users attempt to access it or it does not load as quickly as they expect
or it experiences capacity constraints, users may seek other offerings including our competitors’ services or offerings and may
not return to our platform as often in the future, or at all. This could adversely affect our ability to maintain our ecosystem of driver
partners and consumers and decrease the frequency with which they use our platform. We may not effectively address capacity constraints,
upgrade systems as needed, or develop technology and network architecture to accommodate actual and anticipated changes in technology.
Any
of these events could significantly disrupt our operations, impact user satisfaction and in turn our reputation and subject us to liability,
which could materially and adversely affect our business operations, financial performance, financial condition, results of operations
and prospects.
Our
business depends upon the interoperability of our mobile app and platform with different devices, operating systems and third-party software
that we do not control.
One
of the most important features of our mobile app and platform is their broad interoperability with a range of devices, operating systems,
and third-party applications. Our mobile app and platform are accessible from devices running various operating systems such as iOS and
Android. We depend on the accessibility of our mobile app and platform across these third-party operating systems and applications that
we do not control. Moreover, third-party services are constantly evolving, and we may not be able to modify our platform to assure our
compatibility with that of other third parties following development changes. The loss of interoperability, whether due to actions of
third parties or otherwise, could materially and adversely affect our business operations, financial performance, financial condition,
results of operations and prospects.
As
new mobile devices and mobile platforms are released, there is no guarantee that certain mobile devices will continue to support our
platform or effectively roll out updates to our applications. Additionally, in order to deliver high-quality applications, we need to
ensure that our platform is designed to work effectively with a range of mobile technologies, systems, networks, and standards. We may
not be successful in developing or maintaining relationships with key participants in the mobile industry that enhance users’ experience.
If consumers or driver partners that utilize our platform encounter any difficulty accessing or using our applications on their mobile
devices or if we are unable to adapt to changes in popular mobile operating systems, platform growth and user engagement would be adversely
affected.
We
also depend on third parties maintaining open marketplaces, including the Apple App Store, Google Play and Huawei App Gallery, which
make our mobile app available for download. We cannot assure you that the marketplaces, through which we distribute our mobile app, will
maintain their current structures or that such marketplaces will not charge us fees to list our applications for download. If any such
marketplaces cease to make our mobile app available for download, this would have a material adverse effect on our business.
In
addition, we rely upon certain third parties to provide software or application programming interfaces (“APIs”) for our services
and offerings, which are currently important to the functionality of our platform. If such third parties cease to provide access to such
third-party software or APIs on terms that we believe to be attractive or reasonable, or do not provide us with the most current version
of such software, we may be required to seek comparable solutions from other sources, which may be more expensive or inferior and/or
adversely impact user experience. In some cases, such third-party commercial software may be difficult to replace, or become unavailable
to us on commercially reasonable terms. Any such changes to or unavailability of third-party software or APIs could materially and adversely
affect our business operations, financial performance, financial condition, results of operations and prospects.
If
we do not adequately protect our intellectual property rights, or if third parties claim that we are misappropriating the intellectual
property of others, we may incur significant costs and our business operations, financial performance, financial condition, results of
operations and prospects may be adversely affected.
Our
brand value and technology, including our intellectual property, are some of our core assets. We protect our proprietary rights through
a combination of intellectual property and contractual rights. These may include patents, registered designs, trademarks, copyright,
trade secrets, license agreements, confidentiality and non-disclosure agreements with third parties, employee and contractor disclosure
and invention assignment agreements, and other similar contractual rights. The efforts we have taken to protect our intellectual property
may not be sufficient or effective. In addition, it may be possible for other parties to copy or reverse-engineer our services and offerings
or obtain and use the content of our website without authorization. Further, we may be unable to prevent competitors from acquiring domain
names or trademarks that are similar to, infringe upon, or diminish the value of our domain names, trademarks, service marks and other
proprietary rights. In the event of any unauthorized use of our intellectual property or other proprietary rights by third parties, legal
and contractual remedies available to us may not adequately compensate us. We primarily rely on copyrights and confidential information
(including source code, trade secrets, know-how and data) protections, for the purposes of protecting our core technologies and proprietary
databases, rather than registered rights such as patents. Further, the registration of intellectual property can be costly, subject to
complex laws, rules and regulations, and can be challenged by third parties, and we may choose to limit or not to pursue intellectual
property registrations in the future. Our reliance on copyrights and confidential information protections, rather than registered intellectual
property rights, may make it more difficult for us to protect some of our core technologies against third-party infringement and could
increase the risk of third-party infringement actions against us.
We
may also be unable to detect infringement of our intellectual property rights, and even if such violations are found, we may not be successful,
and may incur significant expenses in protecting our rights. In addition, our competitors may independently develop technology or services
that are equivalent or superior to our technology services. Any enforcement efforts may be time-consuming, costly and may divert management’s
attention. Any failure to protect or any loss or dissolution of our intellectual property rights may have an adverse effect on our ability
to compete and may adversely affect our business operations, financial performance, financial condition, results of operations and prospects.
Furthermore,
as we face increasing competition and as our business grows, we may in the future receive notices that claim we have misappropriated,
misused, or infringed upon other parties’ intellectual property rights. In addition, as our strategic alliances and partnerships
at times involve sharing of intellectual property, we are subject to the risk of our partners alleging we have misappropriated or misused
such partner’s intellectual property or our partners infringing our intellectual property.
Any
intellectual property claims against us, regardless of merit, could be time consuming and expensive to settle or litigate, could divert
our management’s attention and other resources, and could hurt goodwill associated with our brand. These claims may also subject
us to significant liability for damages and may result in us having to stop using technology, content, branding, or business methods
found to be in violation of another party’s rights. Certain adverse outcomes of such proceedings could adversely affect our ability
to compete effectively in existing or future businesses.
We
may also be required or may opt to seek a licence for the right to use intellectual property held by others, which may not be
available on commercially reasonable terms, or at all. Even if a licence is available, we may be required to pay significant royalties,
which may increase our operating expenses. If alternative technology, content, branding, or business methods for any allegedly infringing
aspect of our business are not available, we may be unable to compete effectively or we may be prevented from operating our business
in Singapore and other potential jurisdictions in the future.
The
occurrence of any of the foregoing events could materially and adversely affect our business operations, financial performance, financial
condition, results of operations and prospects.
We
may not be able to make acquisitions or investments, or successfully integrate them into our business.
As
part of our business strategy, we may enter into or regularly pursue a wide array of potential strategic transactions, including strategic
investments, alliances, partnerships, joint ventures and acquisitions, in each case relating to businesses, technologies, services and
other assets that we expect to complement our business or that we believe will help to grow our business.
These
types of transactions involve numerous risks, including, among others:
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intense
competition for suitable targets and partners, which could increase prices and adversely affect our ability to consummate deals on
favorable or acceptable terms; |
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complex
technologies, terms and arrangements, which may be difficult to implement and manage; |
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failures
or delays in closing transactions; |
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difficulties
integrating brand identity, technologies, operations, existing contracts, and personnel; |
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failure
to realize the anticipated return on investment, benefits or synergies; |
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exclusivity
provisions which prevent us from providing a particular service outside of the strategic alliance or partnership in Singapore or
other jurisdictions in the future which could serve to limit access to business opportunities; |
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failure
to identify the problems, liabilities, or other shortcomings or challenges of an acquired company, partner or technology, including
but not limited to issues related to intellectual property, cybersecurity risks, regulatory compliance practices, litigation, security
interests over assets, contractual issues, revenue recognition or other accounting practices, or employee or user issues; |
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expanding
into business activities where we have limited experience, such as financial services or car leasing, or no experience
at all; |
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failure
to retain key employees, to ensure that we can preserve value in the existing platform and avoid loss of institutional knowledge; |
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risks
that regulatory bodies do not approve our acquisitions or business combinations or delay such approvals or other adverse reactions
from regulators; |
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regulatory
changes that require adjustments to our business or shareholding or rights in relation to subsidiaries or joint ventures; and |
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adverse
reactions to acquisitions by investors and other stakeholders. |
Each
acquisition will require management bandwidth to integrate, commensurate to the size and scale of the acquisition, which may distract
our management from executing our existing roadmap. If we fail to address the risks or other problems encountered in connection with
future transactions such as the foregoing, or if we fail to successfully integrate or manage such transactions, our business operations,
financial performance, financial condition, results of operations and prospects could be materially and adversely affected.
Any
failure by us or our third-party service providers to comply with applicable anti-money laundering or other related laws and regulations
could damage our business operations, reputation, financial performance, financial condition, and results of operation, or subject us
to other risks.
Our
payment and financial services related systems may, in Singapore and other potential markets, be governed by laws and regulations related
to payment and financial services activities, including, among other things, laws and regulations relating to privacy, anti-money laundering,
counter-terrorist financing, electronic funds transfers, systemic integrity risk assessments, cybersecurity of payment processes, and
consumer protection. Our payment and financial services related activities may be susceptible to illegal and improper uses, including
money laundering, terrorist financing, and payments to sanctioned parties. These laws and regulations to which we are now or in the future
may be subject to are highly complex, may be vague, and could change and may be interpreted to make it difficult or impossible for us
to comply with them. Moreover, activities in Singapore where we allow payments in cash may raise additional legal, regulatory, and operational
concerns. Operating a business that uses cash may increase our compliance risks with respect to a variety of laws and regulations, including
those referred to above. In addition, we may in the future offer new payment options that may be subject to additional regulations and
risks. For example, a digital wallet links with a payment service provider. If we fail to comply with applicable laws and regulations,
we may be subject to civil or criminal penalties, fines, and higher transaction fees, and we may lose our ability to accept or process
online payment, payment card or other related transactions, which could make offerings on our platform less convenient and attractive.
In the event of any failure to comply with applicable laws and regulations, our business operations, financial performance, financial
condition, results of operations and prospects could be adversely affected.
As
our business expands, we will need to continue to invest in compliance with applicable laws and regulations, and to conduct appropriate
risk assessments and implement appropriate controls. Government authorities may scrutinize or seek to bring actions against us if our
systems are used for improper or illegal purposes or if our risk management or controls are not adequately assessed, updated, or implemented,
and the foregoing could result in financial or reputational harm to our business.
In
addition, laws and regulations related to payments and financial services are evolving, and changes in such laws and regulations could
affect our ability to provide services on our platform in the manner that we have done, expect to do, or at all. In addition, as we evolve
our business or make changes to our operations, we may be subject to additional laws and regulations. Historical or future non-compliance
with these laws and regulations could result in significant criminal and civil lawsuits, penalties, forfeiture of significant assets,
or other enforcement actions. Costs associated with fines and enforcement actions, as well as reputational harm, changes in compliance
requirements, or limits on our ability to expand our service offerings, could harm our business operations, financial performance, financial
condition, results of operations and prospects.
We
rely on our partnerships with financial institutions and other third parties for payment processing infrastructure and for the provision
of services through our platform.
The
convenient payment mechanisms provided by our mobile app and platform are key factors contributing to the development of our business.
We rely on strategic partnerships with financial institutions and third parties such as Stripe for elements of our payment-processing
infrastructure to process and remit payments to and from consumers and driver partners using our platform. If these companies become
unwilling or unable to provide these services to us on acceptable terms or at all, our business may be disrupted. For certain payment
methods, including credit and debit cards, we generally pay processing and gateway fees, and such fees result in costs.
In
addition, online payment providers are under continued pressure to pay increased fees to banks to process funds, and there is no assurance
that such online payment providers will not pass on any increased costs. If these fees increase over time, our operating costs will increase,
which could materially and adversely affect our business operations, financial performance, financial condition, results of operations
and prospects.
Failures
of the payment processing infrastructure underlying our platform could cause consumers and driver partners to lose trust in our payment
systems and could cause them to instead use our competitors’ platforms. If the quality or convenience of our payment processing
infrastructure declines as a result of these limitations or for any other reason, the attractiveness of our business to driver partners
could be adversely affected. If we are forced to migrate to other third-party payment service providers for any reason, the transition
would require significant time and management resources, and may not be as effective, efficient, or well-received by platform users.
Additionally,
online payment providers require us to comply with payment card network operating rules, which are set and interpreted by the payment
card networks. The payment card networks could adopt new operating rules or interpret or reinterpret existing rules in ways that might
prohibit us from providing certain services to some users, be costly to implement, or be difficult to follow. If we fail to comply with
these rules or regulations, we may be subject to fines and higher transaction fees and/or lose our ability to accept credit and debit
card payments from consumers or facilitate other types of online payments. Any of the foregoing risks could adversely affect our business
operations, financial performance, financial condition, results of operations and prospects.
In
addition, as a platform business, our business model generally provides a platform enabling driver partners and other third parties,
such as insurance companies and financial institutions to reach a broader base of consumers. We believe that our platform holds potential
in expanding the size and increasing the diversity of the customer base for insurance companies’ and financial institutions by
serving as an outreach marketing tool which assist in increasing the exposure and awareness of the insurance companies and financial
institutions to end riders who use our application. We achieve this by offering complimentary insurance coverage to our customers and
facilitating payments through a variety of credit cards via Stripe, thereby promoting awareness of and familiarity of these insurance
companies and financial institutions.
To
the extent such third parties use other means to reach consumers instead of our platform, our business operations, financial performance,
financial condition, results of operations and prospects could be adversely impacted as we do not provide the services offered through
our platform ourselves.
Unfavorable
media coverage could harm our business operations, financial performance, financial condition, results of operations and prospects.
From
time to time, we are the subject of media coverage. Unfavorable publicity regarding, among other things, our business model or offerings,
user support, technology, platform changes, platform quality, privacy or security practices, regulatory compliance, financial or operating
performance, accounting judgments or management team could adversely affect our reputation. Such negative publicity could also harm the
size of our network and the engagement and loyalty of consumers and driver partners that utilize our platform, which could adversely
affect our business operations, financial performance, financial condition, results of operations and prospects. Negative publicity could
also draw regulator attention and lead to regulatory action or new laws or regulations impacting our business. In addition, the foregoing
risks are increased by the widespread use of social media and the increasing incidence of fake or unsubstantiated news, particularly
on social media and other online platforms.
As
our platform continues to scale and public awareness of our brand increases, any future issues that draw media coverage could have an
amplified negative effect on our reputation and brand. In addition, negative publicity related to key brands or influencers that we have
partnered with may damage our reputation, even if the publicity is not directly related to us. The occurrence of any of the foregoing
could materially and adversely affect our business operations, financial performance, financial condition, results of operations and
prospects.
We
rely on the Land Transport Authority of Singapore for the validity of certain licences.
All
potential driver partners are required to go through our security and safety screening checks before being qualified as a driver partner
on our platform. Part of this profile verification involves ensuring that driver partners have valid licences issued by the Land
Transport Authority of Singapore, in particular, the Taxi Driver’s Vocational Licence (TDVL) and/or the Private Hire Car
Driver’s Vocational Licence (PDVL).] These licences are a requirement for potential driver partners in Singapore
that use our platform, pursuant to applicable law, and our business may be adversely affected to the extent that we depend on the Land
Transport Authority of Singapore for the accuracy for such licences still subsisting, or whether it has been revoked.
If
the Land Transport Authority of Singapore’s information to us on the validity of such licences is inaccurate, unqualified
drivers may be permitted to conduct passenger trips or make quick commerce deliveries on our platform, and as a result, we may be unable
to adequately protect or provide a safe environment for consumers. Qualified drivers may also be inadvertently excluded from our platform,
which could adversely affect our reputation and brand.
Any
of the foregoing risks could materially and adversely affect our business operations, financial performance, financial condition, results
of operations and prospects.
We
depend on talented, experienced and committed personnel, including engineers, to grow and operate our business, and if we are unable
to recruit, train, motivate and retain qualified personnel, particularly in the technology sector, our business operations, financial
performance, financial condition, results of operations and prospects may be materially and adversely affected.
Due
to the nature of our industry, our business needs to constantly upgrade our technical systems which in turn depends on the skills and
capability of our employees. In the event we are not able to attract or retain talent, our business may be adversely affected. Therefore,
a fundamental driver of our ability to succeed is our ability to recruit, train and retain high-quality management, operations, engineering,
and other personnel who are in high demand, are often subject to competing employment offers and are attractive recruiting targets for
our competitors. Our senior management, mid-level managers and technology sector employees, including software engineers, DevOps engineers,
data analysts, senior product manager, graphic designer are instrumental in implementing our business strategies, executing our business
plans and supporting our business operations and growth. There is particularly acute competition for technology sector and technology
development employees in Singapore. In addition, we depend on the continued services and performance of our key personnel. Our chairman
and CEO, Mr. Terence Zou, and CFO, Mr. Lang Chen Fei and their involvement in our business are important to our success. These key executives
play a central role in the development and implementation of our business strategies and initiatives. Any decrease in the involvement
of any of these key executives in our business or loss of key personnel, particularly to competitors, could have an adverse effect on
our business operations, financial performance, financial condition, results of operations and prospects. The unexpected or abrupt departure
of one or more of our key personnel and the failure to effectively transfer knowledge and effect smooth key personnel transitions may
in the future have an adverse effect on our business resulting from the loss of such person’s skills, knowledge of our business,
and years of industry experience. Although our employment contracts contain non-compete clauses, there is the risk that such non-compete
clauses may be deemed unenforceable under applicable law.
To
attract and retain key personnel, we use equity incentives, among other measures, which may not be sufficient to attract and retain the
personnel we require to operate our business effectively. As demand in the technology sector intensifies, we may be required to offer
more in terms of cash or equity in order to attract and retain talent, which would increase our expenses. The equity incentives we use
to attract, retain, and motivate employees may not be effective, particularly if the value of the underlying stock does not increase
commensurate with expectations or consistent with our historical growth. We may need to invest significant amounts of cash and equity
to attract and retain new employees and expend significant time and resources to identify, recruit, train and integrate such employees,
and we may never realize returns on these investments. If we are unable to attract and retain high-quality management and operating personnel
as and when required, our business operations, financial performance, financial condition, results of operations and prospects could
be adversely affected.
Our
ability to recruit and retain talent at desired compensation levels could also be limited by government policies, which at times may
favor Singapore nationals rather than hiring talent from abroad, which could impact our talent pool and the costs associated with it.
Our ability to recruit and retain talent and maintain good relations with our employees could also be impacted by employee activism over
social, political or other matters. There is no assurance that there will be no loss of any of our talented, experienced and committed
personnel or that our management succession plans will be successful in grooming successors.
Adverse
litigation judgments or settlements resulting from legal proceedings in which we may be involved could expose us to monetary damages
or limit the ability to operate our business.
In
the course of our business, we may be involved in private actions, collective actions, class actions, investigations, and various other
legal proceedings by driver partners, consumers, employees, commercial partners, competitors, or government agencies, among others, relating
to, for example, personal injury or property damage cases, wrongful act, subrogation, employment or labor-related disputes such as wrongful
termination of employment, consumer complaints, disputes with driver partners, contractual disputes with consumers or suppliers, disputes
with third parties and regulatory inquiries or proceedings relating to compliance with competition and data privacy regulations. The
results of any such litigation, investigations, and legal proceedings are inherently unpredictable and may be expensive. Any claims against
us, whether meritorious or not, could be time consuming, costly, and harmful to our reputation, and could require significant amounts
of management time and corporate resources. Furthermore, we may be held jointly responsible for claims against third parties offering
their services through our platform, including driver partners. If any of these legal proceedings were to be determined adversely to
us, or we were to enter into any settlement arrangement, we could be exposed to monetary damages or be forced to change the way in which
we operate our business, which could have an adverse effect on our business operations, financial performance, financial condition, results
of operations and prospects.
Any
such disputes or future disputes could subject us to negative publicity, have an adverse impact on our brand and reputation, divert management’s
time and attention, involve significant costs and otherwise materially and adversely affect our business operations, financial performance,
financial condition, results of operations and prospects.
We
track certain operating metrics with internal systems and tools and do not independently verify such metrics. Certain of our operating
metrics are subject to inherent challenges in measurement, and any real or perceived inaccuracies in such metrics may adversely affect
our business and reputation.
We
track certain key operating metrics, including, among others, our Gross Merchandise Value (“GMV”), driver partners incentives,
and consumer incentives, with internal systems and tools that are not independently verified by any third party and which may differ
from estimates or similar metrics published by third parties due to differences in sources, methodologies, or the assumptions on which
we rely. Our internal systems and tools have a number of limitations, and our methodologies for tracking these metrics may change over
time, which could result in unexpected changes to our metrics, including the metrics we publicly disclose. If the internal systems and
tools we use to track these metrics undercount or overcount performance or contain algorithmic or other technical errors, the data we
report may not be accurate. While these numbers are based on what we believe to be reasonable estimates of our metrics for the applicable
period of measurement, there are inherent challenges in measuring how our platform is used. For example, the accuracy of our operating
metrics could be impacted by fraudulent users of our platform, and further, we believe that there are consumers who have multiple accounts,
even though this is prohibited in our Terms of Service and we implement measures to detect and prevent this behavior. Consumer usage
of multiple accounts may cause us to overstate the number of consumers on our platform. In addition, limitations or errors with respect
to how we measure data or with respect to the data that we measure may affect our understanding of certain details of our business, which
could affect our long-term strategies. If our operating metrics are not accurate representations of our business, if investors do not
perceive our operating metrics to be accurate, or if we discover material inaccuracies with respect to these figures, we expect that
our business operations, financial performance, financial condition, results of operations and prospects could be materially and adversely
affected.
Our
use of open-source software (OSS) under restrictive licences could: (i) adversely affect our ability to license and commercialize
certain elements of our proprietary code based on the commercial terms of our choosing; (ii) result in a loss of our trade secrets or
other intellectual property rights with respect to certain portions of our proprietary code; and (iii) subject us to litigation and other
disputes.
In
general, the incorporation of OSS would be a potential cause of concern where the OSS is licensed under restrictive OSS licences.
Under restrictive OSS licences, a licensee could be required to release to the public the source code of certain elements
of its proprietary software which incorporate OSS or modified OSS in a certain manner; and have been conveyed or distributed to the public,
or which the public interacts with. In some cases, restrictive OSS licences may require a licensee to ensure that elements of
its proprietary software are licensed to the public on the terms set out in the relevant OSS licence or at no cost. This could
allow competitors to use certain elements of the licensee’s proprietary software on a relatively unrestricted basis or develop
similar software at a lower cost.
OSS
licensors generally do not provide warranties for their OSS, and the OSS may contain security vulnerabilities that we must actively manage
or patch. It may be necessary for us to commit substantial resources to remediate our use of OSS under restrictive OSS licences,
for example by engineering alternative or work-around code.
There
is an increasing number of OSS licence types, and the terms under many of these licences are unclear or ambiguous, and
have not been interpreted by Singapore or foreign courts, and therefore, the potential impact of such licences on our business
is not fully known or predictable. As a result, these licences could be construed in a way that could impose unanticipated conditions
or restrictions on our ability to commercialize our own proprietary code (and in particular the elements of our proprietary code which
incorporates OSS or modified OSS). Furthermore, we could become subject to lawsuits or claims challenging our use of OSS or compliance
with OSS licence terms. If unsuccessful in these lawsuits or claims, we may face IP infringement or other liabilities, be required
to seek costly licences from third parties for the continued use of third-party IP, be required to re-engineer elements of our
proprietary code base (e.g. for the sake of avoiding third-party IP infringement), discontinue or delay the use of infringing aspects
of our proprietary code base (such as if re-engineering is not feasible), or disclose and make generally available, in source code form,
certain elements of our proprietary code.
More
broadly, the use of OSS can give rise to greater risks than the use of commercially acquired software, since open-source licensors usually
limit their liability in respect of the use of the OSS, and do not provide support, warranties, indemnifications or other contractual
protections regarding the use of the OSS which would ordinarily be provided in the context of commercially acquired software.
Any
of the foregoing could adversely impact the value of certain elements of our proprietary code base, and our ability to enforce our intellectual
property rights in such code base against third parties. In turn, this could materially and adversely affect our business operations,
financial performance, financial condition, results of operations and prospects.
Increases
in fuel, energy, and other costs could adversely affect us.
Factors
such as inflation, increased fuel prices, and increased vehicle purchase, rental, or maintenance costs may increase the costs incurred
by the driver partners when providing services on our platform. Many of the factors affecting driver partner costs are beyond their control.
In many cases, these increased costs may cause driver partners to spend less time providing services on our platform or to seek alternative
sources of income. A decreased supply of consumers and driver partners on our platform could harm our business operations, financial
performance, financial condition, results of operations and prospects.
Additionally,
as with other businesses in Singapore, we expect to face inflationary pressures and a general trend of increase in the costs of overheads
such as utilities. Singapore has raised its Goods and Services Tax (“GST”) from 8% to 9% in 2024, which could further contribute to cost increases as well. These factors may materially and adversely
affect our business operations, financial performance, financial condition, results of operations and prospects.
We
allow consumers to pay for rides through our platform using cash, which raises numerous operational and safety concerns.
We
allow consumers to use cash to pay the driver partners the entire fare of rides (including the service fee payable to us by driver partners
from such rides). The use of cash raises numerous operational and safety concerns. The use of cash can increase safety and security risks
for the driver partners, including potential robbery, assault, violent or fatal attacks, and other criminal acts. We have undertaken
steps to minimize the use of cash by encouraging the use of credit and debit card payments, and providing consumer incentives to encourage
the use of RydeCoins. Additionally, in the event that individual accounts breach or are suspected to have breached the terms of use policies,
the use of cash will be suspended to reduce fare evasion and phantom bookings. As of the date of this prospectus, the use of cash for
certain consumer accounts has been temporarily disabled based on our security algorithms.
In
addition, establishing the proper infrastructure to ensure that we receive the correct fee on cash trips is complex, and has in the past
meant and may continue to mean that we cannot collect the entire fee for certain cash-based transactions. We have created a system for
us to collect and properly account for cash received, though it may not always be effective or convenient. Our system allows us to collect
service fee and commissions on cash-based trips by offsetting the amount of cash we would have collected, from the digital wallets of
our driver partners. Should the amount in the driver partners’ digital wallet fall below a certain threshold, we will disable the
cash payment option for such accounts for consequent trips in order to mitigate the risk of not being able to collect our commissions
from driver partners for such cash-based trips. Creating, maintaining, and improving these systems requires significant effort and resources,
and we cannot guarantee these systems will be effective in collecting amounts due to us. Further, operating a business that uses cash
raises compliance risks with respect to a variety of rules and regulations, including anti-money laundering laws. If driver partners
fail to pay us under the terms of our agreements or if our collection systems fail, we may be adversely affected by both the inability
to collect amounts due and the cost of enforcing the terms of our contracts, including litigation. Such collection failure and enforcement
costs, along with any costs associated with a failure to comply with applicable rules and regulations, could materially and adversely
affect our business operations, financial performance, financial condition, results of operations and prospects.
We
have insurance coverage provided by third parties, and we are subject to the risk that this may be insufficient or that insurance providers
may be unable to meet their obligations.
We
depend on (i) insurance coverage for driver partners and on other types of insurance for additional risks related to our business, and
(ii) the driver partners’ ability to procure and maintain insurance required by law. We maintain a number of insurance policies,
including, but not limited to, workers’ compensation, and director and officers’ liability. If our insurance providers change
the terms of our policies in an adverse manner, our insurance costs could increase, and if the insurance coverage we maintain is not
adequate to cover losses that occur, we could be liable for additional costs. Additionally, there are certain types of losses such as
from wars, acts of terrorism or some acts of God that generally are not insured because they are either uninsurable or not economically
insurable. In the event any of our insurance providers become insolvent, we would be unable to pay any claim that we make.
For
example, the relevant regulator requires driver partners to carry automobile insurance in Singapore. We rely on a limited number of insurance
providers, and should such providers discontinue or increase the cost of coverage, we cannot guarantee that we, on behalf of driver partners,
would be able to secure replacement coverage on reasonable terms or at all. If we are required to purchase additional insurance for other
aspects of our business, or if we fail to comply with regulations governing insurance coverage, our business could be harmed.
We
may also be subject to claims of significant liability based on traffic accidents, injuries, or other incidents that are claimed to have
been caused by the driver partners. Even if these claims do not result in liability, we could incur significant costs in investigating
and defending against them. If we are subject to claims of liability relating to the acts of driver partners or others using our platform,
we may be subject to negative publicity and incur additional expenses, which could materially and adversely affect our business operations,
financial performance, financial condition, results of operations and prospects.
We
have plans to expand to other countries and are therefore subject to potential risks associated with operating and investing in these
countries.
We
currently derive all of our revenue from our operations in Singapore. However, we have plans to expand our business in other countries.
Our potential operations and investments in these countries may be subject to various risks related to the economic, political and social
conditions of the countries in which we may operate in, including risks related to the following:
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inconsistent
and evolving regulations, licensing and legal requirements may increase our operational risks and cost of operations among the countries
in which we may operate in; |
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currencies
may be devalued or may depreciate or currency restrictions or other restraints on transfer of funds may be imposed; |
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the
effects of inflation within these countries generally and/or within any specific country in which we may operate may increase our
cost of operations; |
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governments
or regulators may impose new or more burdensome regulations, taxes or tariffs; |
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political
changes may lead to changes in the business, legal and regulatory environments in which we may operate in; |
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economic
downturns, political instability, civil disturbances, war, military conflict, religious or ethnic strife, terrorism and general security
concerns may negatively affect our operations; |
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enactment
or any increase in the enforcement of regulations, including, but not limited to, those related to personal data protection and localization
and cybersecurity, may incur compliance costs; |
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health
epidemics, pandemics or disease outbreaks (including the COVID-19 outbreak) may affect our operations and demand for our offerings;
and |
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natural
disasters like volcanic eruptions, floods, typhoons and earthquakes may impact our operations severely. |
For
example, volatile political situations in certain Southeast Asian countries could impact our business. Any disruptions in our business
activities or volatility or uncertainty in the economic, political or regulatory conditions in the markets we potentially may operate
in could adversely affect our business operations, financial performance, financial condition, results of operations and prospects.
Additionally,
the laws in the countries in which we potentially may operate may change and their interpretation and enforcement may involve significant
uncertainties that could limit the reliability of the legal protections available to us. We cannot predict the effects of future developments
in the legal regimes in the countries in which we may potentially operate.
Any
of the foregoing risks could materially and adversely affect our business operations, financial performance, financial condition, results
of operations and prospects.
Negative
publicity, including those relating to any of our Directors, executive officers and principal shareholders, may adversely affect our share price.
Negative
publicity or announcements, including those relating to any of our Directors, executive officers and principal shareholders, with or without merit, may adversely affect the market perception of our Group or the performance
of the price of our shares, whether or not it is justified. For instance, such negative publicity may arise from unsuccessful attempts
in joint ventures, acquisitions or take-overs, or involvement in litigation or insolvency proceedings.
Natural
events, wars, terrorist attacks and other acts of violence involving any of the countries in which we have plans to expand into in the
future could adversely affect our operations.
Natural
disaster events (such as earthquakes, tsunamis, volcanic eruptions, floods, tropical weather conditions and landslides), terrorist attacks,
civil unrest, protests and other acts of violence or war may adversely disrupt our operations in the countries we may expand into in
the future, lead to economic weakness in such countries in which they occur and affect worldwide financial markets, and could potentially
lead to economic recession, which could materially and adversely affect our business operations, financial performance, financial condition,
results of operations and prospects. These events could precipitate sudden significant changes in regional and global economic conditions
and cycles. These events may also potentially pose significant risks to our people and to our business operations.
RISKS
RELATING TO OUR SECURITIES
An
active trading market for our Class A Ordinary Shares may not be established or, if established, may not continue and the trading price
for our Class A Ordinary Shares may fluctuate significantly.
We
cannot assure you that a liquid public market for our Class A Ordinary Shares will be established. If an active public market for our
Class A Ordinary Shares does not occur, the market price and liquidity of our Class A Ordinary Shares may be materially and adversely
affected.
We
may not maintain the listing of our Class A Ordinary Shares on the NYSE American which could limit investors’ ability to make transactions
in our Class A Ordinary Shares and subject us to additional trading restrictions.
We
listed our Class A Ordinary Shares on the NYSE American. In order to continue listing our shares on the NYSE American, we must maintain
certain financial and share price levels and we may be unable to meet these requirements in the future. We cannot assure you that our
shares will continue to be listed on the NYSE American in the future.
If
the NYSE American delists our Class A Ordinary Shares and we are unable to list our shares on another national securities exchange, we
expect our shares could be quoted on an over-the-counter market in the United States. If this were to occur, we could face significant
material adverse consequences, including:
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limited availability of market quotations for our Class A Ordinary Shares; |
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reduced
liquidity for our Class A Ordinary Shares; |
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a
determination that our Class A Ordinary Shares are “penny stock”, which will require brokers trading in our shares to
adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our
Class A Ordinary Shares; |
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(d) |
a
limited amount of news and analyst coverage; and |
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a
decreased ability to issue additional securities or obtain additional financing in the future. |
As
long as our Class A Ordinary Shares are listed on the NYSE American, U.S. federal law prevents or pre-empts the states from regulating
their sale. However, the law does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding
of fraudulent activity, then the states can regulate or bar their sale. Further, if we were no longer listed on the NYSE American, we
would be subject to regulations in each state in which we offer our shares.
The
trading price and trading volume of our Class A Ordinary Shares has been and may continue to be volatile, which could result
in substantial losses to investors.
The
trading price and trading volume of our Class A Ordinary Shares has been and may continue to be volatile and could fluctuate
widely due to factors beyond our control. For instance, in September 2024, the trading price of our Class A Ordinary
Shares fluctuated between $0.84 and $20.40 per share, and the daily trading volume ranged from 0.7 million to 6.7 million shares.
This may happen because of the broad market and industry factors, like the performance and fluctuation of the market prices of other
companies with business operations located mainly in Singapore that have listed their securities in the United States.
In
addition to market and industry factors, the price and trading volume for our shares may be highly volatile for factors specific to our
own operations, including the following:
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(a) |
fluctuations
in our revenue, earnings and cash flow; |
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changes
in financial estimates by securities analysts; |
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additions
or departures of key personnel; |
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release
of lock-up or other transfer restrictions on our outstanding equity securities or sales of additional equity securities; and |
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potential
litigation or regulatory investigations. |
Any
of these factors may result in significant and sudden changes in the volume and price at which our shares will trade.
In
the past, shareholders of public companies have often brought securities class action suits against those companies following periods
of instability in the market price of their securities. If we were involved in a class action suit, it could divert a significant amount
of our management’s attention and other resources from our business and operations and require us to incur significant expenses
to defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our
reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be
required to pay significant damages, which could have a material adverse effect on our business, financial condition and results of operations.
If
securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations
regarding our Class A Ordinary Shares, the market price for our Class A Ordinary Shares and trading volume could decline.
The
trading market for our Class A Ordinary Shares will be influenced by research or reports that industry or securities analysts publish
about us or our business. If one or more analysts downgrade their assessment on our Class A Ordinary Shares or publish inaccurate or
unfavorable research about our business, the market price for our Class A Ordinary Shares would likely decline. If one or more of these
analysts cease to cover us or fail to regularly publish reports on us, or if these securities analysts are not widely respected within
the general investment community, we could lose visibility in the financial markets, which in turn could cause the market price or trading
volume for our Class A Ordinary Shares to decline.
Short
selling may drive down the market price of our Class A Ordinary Shares.
Short
selling is the practice of selling shares that the seller does not own but rather has borrowed from a third party with the intention
of buying identical shares back at a later date to return to the lender. The short seller hopes to profit from a decline in the value
of the shares between the sale of the borrowed shares and the purchase of the replacement shares, as the short seller expects to pay
less in that purchase than it received in the sale. As it is in the short seller’s interest for the price of the shares to decline,
many short sellers publish, or arrange for the publication of, negative opinions and allegations regarding the relevant issuer and its
business prospects in order to create negative market momentum and generate profits for themselves after selling the shares short. These
short attacks have, in the past, led to selling of shares in the market. If we were to become the subject of any unfavorable publicity,
whether such allegations are proven to be true or untrue, we would have to expend a significant amount of resources to investigate such
allegations and/or defend ourselves. While we would strongly defend against any such short seller attacks, we may be constrained in the
manner in which we can proceed against the relevant short seller by principles of freedom of speech, applicable state law or issues of
commercial confidentiality.
There
can be no assurance that we will not be a passive foreign investment company for U.S. federal income tax purposes, which could result
in adverse U.S. federal income tax consequences for U.S. investors who own our securities.
We
are a non-U.S. corporation and, as such, we will be classified as a passive foreign investment company (“PFIC”) for any taxable
year if, for such year, either:
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at
least 75% of our gross income for the year is passive income; or |
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the
average percentage of our assets (determined at the end of each quarter) during the taxable year that produced passive income or
that are held for the production of passive income is at least 50%. |
Passive
income generally includes dividends, interest, rents, royalties (other than rents or royalties derived from the active conduct of a trade
or business) and gains from the disposition of passive assets.
Based
on the current and projected composition of our income and assets, and the expected value of our assets, including goodwill, which is
based on the expected price of our Class A Ordinary Shares in the offering, we do not expect to be a PFIC for the current taxable year.
However, because PFIC status is determined on an annual basis, and therefore our PFIC status for the current taxable year and any future
taxable year will depend upon the future composition of our income and assets, there can be no assurance that we will not be a PFIC for
any taxable year. If we are a PFIC for any taxable year during which a U.S. investor holds Class A Ordinary Shares, we generally would
continue to be treated as a PFIC with respect to that U.S. investor for all succeeding years during which the U.S. investor holds such
Class A Ordinary Shares, even if we ceased to meet the threshold requirements for PFIC status. In such case, such a U.S. investor generally
will be subject to adverse U.S. federal income tax consequences, including (i) the treatment of all or a portion of any gain on disposition
as ordinary income, (ii) the application of a deferred interest charge on such gain and the receipt of certain dividends and (iii) compliance
with certain reporting requirements. We do not intend to provide the information that would enable investors to make a qualified electing
fund election that could mitigate the adverse U.S. federal income tax consequences should we be a PFIC. You are urged to consult your
tax advisor concerning the U.S. federal income tax consequences of owning and disposing of Class A Ordinary Shares and Common Warrants
if we are to become classified as a PFIC.
We
treat our affiliated entities as being owned by us for United States federal income tax purposes, not only because we exercise effective
control over the operation of such entities but also because we are entitled to substantially all of their economic benefits, and, as
a result, we consolidate their operating results in our consolidated financial statements. For purposes of the PFIC analysis, in general,
a non-U.S. corporation is deemed to own its pro rata share of the gross income and assets of any entity in which it is considered
to own at least 25% of the equity by value.
For
a more detailed discussion of the application of the PFIC rules to us and the consequences to U.S. taxpayers if we were determined to
be a PFIC, see “Certain United States Federal Income Tax Considerations — Passive Foreign Investment Company Considerations”.
We
are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.
We
are an “emerging growth company”, as defined in the JOBS Act, and we may take advantage of certain exemptions from various
requirements applicable to other public companies that are not emerging growth companies including, most significantly, not being required
to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act for so long as we are an emerging growth
company. As a result, if we elect not to comply with such auditor attestation requirements, our investors may not have access to certain
information they may deem important.
In
addition, Section 102(b)(1) of the JOBS Act exempts an emerging growth company from being required to comply with new or revised financial
accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards.
In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards
would otherwise apply to private companies. We have elected to take advantage of the extended transition period, although we have already
adopted certain new and revised accounting standards based on transition guidance permitted under such standards. As a result of this
election, our future financial statements may not be comparable to other public companies that comply with the public company effective
dates for these new or revised accounting standards, which may make our Class A Ordinary Shares less attractive to investors. In addition,
if we cease to be an emerging growth company, we will no longer be able to use the extended transition period for complying with new
or revised accounting standards.
We
are a foreign private issuer within the meaning of the Exchange Act, and as such we are exempt from certain provisions applicable to
United States domestic public companies.
Because
we are a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations
in the United States that are applicable to U.S. domestic issuers, including:
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(a) |
the
rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC; |
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(b) |
the
sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered
under the Exchange Act; |
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(c) |
the
sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability
for insiders who profit from trades made in a short period of time; and |
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(d) |
the
selective disclosure rules by issuers of material non-public information under Regulation FD. |
We
will be required to file an annual report on Form 20-F within four (4) months after the end of each fiscal year. In addition, we intend
to publish our financial results on a semi-annual basis through press releases distributed pursuant to the rules and regulations of the
NYSE American. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However,
the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to
be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be
made available to you if you were investing in a U.S. domestic issuer.
The
determination of foreign private issuer status is made annually on the last Business Day of an issuer’s most recently completed
second fiscal quarter, and, accordingly, the next determination will be made with respect to us on December 31, 2024. In the future,
we would lose our foreign private issuer status if more than 50% of our outstanding voting securities become directly or indirectly held
of record by U.S. holders and any one of the following is true: (i) the majority of our directors or executive officers are U.S. citizens
or residents; (ii) more than 50% of our assets are located in the United States; or (iii) our business is administered principally in
the United States. If we lose our foreign private issuer status, we will be required to file with the SEC periodic reports and registration
statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer.
We will also have to comply with U.S. federal proxy requirements, and our officers, Directors and 10% shareholders will become subject
to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we will lose our ability
to rely upon exemptions from certain corporate governance requirements under the listing rules of the NYSE American. As a U.S. listed
public company that is not a foreign private issuer, we will incur significant additional legal, accounting and other expenses that we
will not incur as a foreign private issuer.
As
an exempted company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate
governance matters that differ significantly from NYSE American corporate governance listing standards.
As
an exempted company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate
governance matters that differ significantly from the corporate governance listing requirements of the NYSE American. These practices
may afford less protection to shareholders than they would enjoy if we complied fully with corporate governance listing requirements
of the NYSE American. We will rely on home country practice to be exempted from certain of the corporate governance requirements of the
NYSE American, namely:
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(i) |
there
will not be a necessity to hold meetings of board of directors on at least a quarterly basis, or the requirement for independent
directors to have regularly scheduled executive sessions at least annually without the presence of non-independent directors and
management; |
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(ii) |
there
will be no requirement for the Company to obtain shareholder approval with respect to (a) the establishment (or material amendment
to) a stock option or purchase plan or other equity compensation arrangement as specified in Section 711 of the NYSE American LLC
Company Guide; (b) the issuance of additional shares as sole or partial consideration for an acquisition of the stock or assets of
another company in the circumstances specified in Section 712 of the NYSE American LLC Company Guide; and (c) the issuance of additional
shares in connection with a transaction specified in Section 713 of the NYSE American LLC Company Guide, or that will result in a
change of control of the Company; and |
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(iii) |
there
will be no requirement for the Company to hold annual meeting of shareholders as specified in Section 704 of the NYSE American LLC
Company Guide. |
We
have incurred and will continue to incur
significantly increased costs and devote substantial management time as a result of the listing of our Class A Ordinary Shares on the
NYSE American.
We
are required to comply with the additional requirements of the rules and regulations of the SEC and the NYSE American rules, including
applicable corporate governance practices. Compliance with these requirements may increase our legal and financial compliance
costs and make some activities more time-consuming and costly. In addition, our management and other personnel need to divert attention
from operational and other business matters to devote substantial time to these public company requirements.
In
addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for
public companies, increasing legal and financial compliance costs and making some activities more time-consuming. These laws, regulations
and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application
in practice may evolve over time as new guidelines are provided by regulatory and governing bodies. This could result in continuing uncertainty
regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to
invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative
expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our
efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due
to ambiguities related to their application and practice, regulatory authorities may also initiate legal proceedings against us and our
business may be adversely affected.
Some
members of our management team have limited experience managing a publicly traded company, interacting with public company investors
and complying with the increasingly complex laws pertaining to public companies. Our management team may not successfully or efficiently
manage the transition to being a public company subject to significant regulatory oversight and reporting obligations under the federal
securities laws and regulations and the continuous scrutiny of securities analysts and investors. The need to establish the corporate
infrastructure demanded of a public company may divert the management’s attention from implementing our growth strategy, which
could prevent us from improving our business, financial condition and results of operations. Furthermore, we expect these rules and regulations
to make it more difficult and more expensive for us to obtain director and officer liability insurance, and consequently we may be required
to incur substantial costs to maintain the same or similar coverage. These additional obligations could have a material adverse effect
on our business, financial condition, results of operations and prospects. These factors could also make it more difficult for us to
attract and retain qualified members of our board of directors, particularly to serve on our audit committee, compensation committee
and nominating committee, and qualified executive officers.
As
a result of disclosure of information in this prospectus and in filings required of a public company, our business and financial condition
is more visible than private companies, which we believe may result in threatened or actual litigation, including by competitors and
other third parties. If such claims are successful, our business and operating results could be adversely affected, and, even if the
claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them,
could cause an adverse effect on our business, financial condition, results of operations, prospects and reputation.
You
may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because
we are incorporated under Cayman Islands law.
We
are an exempted company incorporated under the laws of the Cayman Islands with limited liability, and conduct all of our operations through
our subsidiary, Ryde Technologies Pte. Ltd., outside the United States. All of our assets are located, and our officers and directors
reside, and the assets of such persons are located, outside the United States. As a result, it could be difficult or impossible for you
to bring an action against us or against these individuals outside of the United States in the event that you believe that your rights
have been infringed upon under the applicable securities laws or otherwise. Even if you are successful in bringing an action of this
kind, the laws of the Cayman Islands and Singapore could render you unable to enforce a judgment against our assets or the assets of
our directors and officers.
In
addition, our corporate affairs are governed by our memorandum and articles of association, the Companies Act and the common law of the
Cayman Islands. The rights of shareholders to take action against our Directors and us, actions by minority shareholders and the fiduciary
duties of our Directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common
law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the
common law of England and Wales, which are generally of persuasive authority, but are not binding, on a court in the Cayman Islands.
The rights of our shareholders and the fiduciary duties of our Directors under Cayman Islands law are not as clearly established as they
would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different
body of securities laws than the United States, and provide significantly less protection to investors. In addition, Cayman Islands companies
may not have the standing to initiate a shareholder derivative action in a federal court of the United States. There is no statutory
recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will generally
recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits.
Shareholders
of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than
the memorandum and articles of association, a list of the current directors of the company, the register of mortgages and charges and
any special resolutions passed by our shareholders) or to obtain copies of lists of shareholders of these companies. Our Directors are
not required under our memorandum and articles of association to make our corporate records available for inspection by our shareholders.
This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder resolution
or to solicit proxies from other shareholders in connection with a proxy contest.
The
courts of the Cayman Islands are unlikely (i) to recognize or enforce judgments of courts of the United States predicated upon the civil
liability provisions of the federal securities laws of the United States or any state securities laws; and (ii) in original actions brought
in the Cayman Islands, to impose liabilities predicated upon the civil liability provisions of the federal securities laws of the United
States or any state securities laws, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances,
although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman
Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits
based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for
which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such
judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent
with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a
kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple
damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings
are being brought elsewhere.
Certain
corporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies
incorporated in other jurisdictions such as the United States. To the extent we choose to follow home country practice with respect to
corporate governance matters, our shareholders may be afforded less protection than they otherwise would under rules and regulations
applicable to U.S. domestic issuers.
As
a result of all of the above, our shareholders may have more difficulty in protecting their interests in the face of actions taken by
our management or members of the board of Directors than they would as shareholders of a company incorporated in a U.S. state. For a
discussion of significant differences between the provisions of the Companies Act and the laws applicable to companies incorporated in
a U.S. state and their shareholders, see “Description of Share Capital — Differences in Corporate Law”.
We
are exposed to risks arising from fluctuations of foreign currency exchange rates.
As
our shares are quoted in US$ on the NYSE American, dividends, if any, in respect of our shares will be paid in US$. Fluctuations in the
exchange rate between the US$ and other currencies will affect, amongst other things, the foreign currency value of the proceeds which
a shareholder would receive upon sale of our shares and the foreign currency value of dividend distributions.
Future
issuance of shares by us and sale of shares by our existing shareholders may adversely affect the price of our Class A Ordinary Shares.
In
the event we issue or our shareholders sell substantial amounts of our shares in the public market, the price of our shares may be adversely
affected. The sale of a significant number of shares in the public market after the listing on the NYSE American, or the issue of further
new securities by us, or the perception that such sales or issues may occur, could materially affect the market price of our shares.
Such issues or sales may also make it difficult for us to issue new shares and raise the necessary funds in the future at a time and
price we deem appropriate.
Our
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.
Our
authorized and issued ordinary shares are divided into Class A Ordinary Shares and Class B Ordinary Shares. Holders of Class A Ordinary
Shares are entitled to one vote per share, while holders of Class B Ordinary Shares are entitled to 10 votes per share. Each Class B
Ordinary Share is convertible into one Class A Ordinary Share at any time by the holder thereof, while Class A Ordinary Shares are not
convertible into Class B Ordinary Shares under any circumstances. The holders of Class B Ordinary Shares will have the ability to control
matters requiring shareholders’ approval, including any amendment of our memorandum and articles of association and approval over
any change of control transactions. Any conversions of Class B Ordinary Shares into Class A Ordinary Shares may dilute the percentage
ownership of the existing holders of Class A Ordinary Shares within their class of ordinary shares.
Our
founder, chairman of the board of directors and chief executive officer, Mr. Terence Zou, and DLG Ventures Pte. Ltd. beneficially own
all of our issued and outstanding Class B Ordinary Shares. These Class B Ordinary Shares constitute approximately 16.9% of our
total issued and outstanding share capital and approximately 67.0% of the aggregate voting power of our total issued and outstanding
share capital as of the date of this prospectus. As a result of the dual-class share structure and the concentration of ownership, holders
of Class B Ordinary Shares have considerable influence over matters such as decisions regarding mergers and consolidations, election
of directors and other significant corporate actions. Such holders may take actions that are not in the best interest of us or our other
shareholders. This concentration of ownership may discourage, delay or prevent a change in control of our company, which could have the
effect of depriving our other shareholders of the opportunity to receive a premium for their shares as part of a sale of our company
and may reduce the price of our Class A Ordinary Shares. This concentrated control will limit your ability to influence corporate matters
and could discourage others from pursuing any potential merger, takeover or other change of control transactions that holders of Class
A Ordinary Shares may view as beneficial.
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.
Holders
of Class B Ordinary Shares may convert each Class B Ordinary Share into one fully paid Class A Ordinary Share at any time. The right
to convert is exercisable by the holder of the Class B Ordinary Share by delivering a written notice to the Company that such holder
elects to convert a specified number of Class B Ordinary Shares into Class A Ordinary Shares. In no event shall Class A Ordinary Shares
be convertible into Class B Ordinary Shares.
In
addition, upon the occurrence of any of the following events:
(i)
any sale, transfer, assignment or disposition of Class B Ordinary Shares by a holder thereof to any person which is not an affiliate
of such holder;
(ii)
a change of beneficial ownership of any Class B Ordinary Shares as a result of which any person who is not an affiliate of the holders
of such ordinary shares becomes a beneficial owner of such ordinary shares;
(iii)
the death of Zou Junming Terence;
(iv)
the incapacity of Zou Junming Terence (as determined by a certified medical professional); or
(v)
the effective date of termination of Zou Junming Terence’s directorship or employment,
in
relation to paragraphs (i) and (ii) only, the Class B Ordinary Shares held by the relevant holder and, in relation to paragraphs (iii),
(iv) and (v) only, the Class B Ordinary Shares held by Zou Junming Terence and DLG Ventures Pte. Ltd., shall be automatically and immediately
converted into an equal number of Class A Ordinary Shares.
Accordingly,
the conversion by any holder of Class B Ordinary Shares held by it 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.
We
may not be able to declare dividends in the future.
We
are not legally or contractually required to pay dividends and any determination to pay dividends in the future will be entirely at the
discretion of our Board, taking into consideration a number of factors including our level of cash and retained earnings, our financial
performance, capital expenditure and expansion plans, working capital requirements and general financial condition, the ability of our
subsidiaries to declare and pay dividends to our Company and any applicable restrictions and any other factors that our Board may deem
relevant. Please see the section “Dividend Policy” of this prospectus for details.
Pursuant
to the Companies Act, no dividends may be paid except out of profits or share premium, and provided that in no circumstances may a dividend
be paid if this would result in our company being unable to pay its debts as they fall due in the ordinary course of business. Our ability
to declare dividends to our shareholders in the future will be contingent on our future financial performance and distributable reserves
of our Company. This is in turn dependent on our ability to implement our future plans, and on regulatory, competitive and technical
factors and other factors such as general economic conditions, demand for our ride-hailing and quick commerce services and other factors
exclusive to the mobility and quick commerce industry, many of which are beyond our control. Any of these factors could have a material
adverse effect on our business operations, prospects, financial position and results of operations, and hence there is no assurance that
we will be able to pay dividends to our shareholders after the completion of the offering.
The
receipt of dividends from our subsidiaries may also be affected by the passage of new laws, adoption of new regulations and other events
outside our control, and our subsidiaries may not continue to meet the applicable legal and regulatory requirements for the payment of
dividends in the future. Source withholding tax and exchange rate fluctuations may also apply to dividends and distributions from our
subsidiaries to us. If our subsidiaries stop paying dividends or reduce the amount of the dividends they pay to our Company, or dividends
become subject to increased tax because of changes in ownership of our subsidiaries or changes in tax laws or treaties, it would have
an adverse effect on our ability to pay dividends on our Shares.
Further,
in the event that we are required to enter into any loan arrangements with any financial institutions, covenants in the loan agreements
may also limit when and how much dividends we can declare and pay out.
The
Common Warrants are speculative in nature.
Our
Common Warrants do not confer any rights of Class A Ordinary Share ownership on their holders, such as voting rights or the right to
receive dividends, but rather merely represent the right to acquire our Class A Ordinary Shares at a fixed price for a limited
period of time. Specifically, holders of the Common Warrants may exercise their right to acquire the Class A Ordinary Shares and pay
an exercise price (equal to 100% of the public offering price of each Unit sold in this offering), prior to 5 years from the date of issuance, after which date any
unexercised Common Warrants will expire and have no further value.
Holders
of Common Warrants will have no rights as a common shareholder until such holders exercise their Common Warrants and acquire our Class
A Ordinary Shares.
Until
holders of the Common Warrants acquire our Class A Ordinary Shares upon exercise of the Common Warrants, as the case may be, holders
of Common Warrants will have no rights with respect to our Class A Ordinary Shares underlying such Common Warrants. Upon exercise of
the Common Warrants, the holders thereof will be entitled to exercise the rights of Class A Ordinary Shares shareholder only as to
matters for which the record date occurs after the exercise date.
There
is no public market for the Common Warrants in this offering.
There
is no established public trading market for the Common Warrants, and we do not expect a market to develop. In addition, we do not intend
to apply for listing of the Common Warrants on any securities exchange or recognized trading system.
Absence
of a public trading market for the Common Warrants may limit your ability to resell the Common Warrants.
There
is no established trading market for the Common Warrants to be issued pursuant to this offering, and they will not be listed for trading
on NYSE American or any other securities exchange or market, and the Common Warrants may not be widely distributed. Purchasers of the
Common Warrants may be unable to resell the Common Warrants or sell them only at an unfavorable price for an extended period of time,
if at all.
The
market price of our Class A Ordinary Shares may never exceed the exercise price of the Common Warrants issued in connection with this
offering.
The
Common Warrants being issued in connection with this offering become exercisable upon issuance and will expire five years from the date
of issuance. The market price of our Class A Ordinary Shares may never exceed the exercise price of the Common Warrants prior to their
date of expiration. Any Common Warrants not exercised by their date of expiration will expire worthless and we will be under no further
obligation to the Common Warrant holder.
This is a best efforts offering,
no minimum amount of securities is required to be sold, and we may not raise the amount of capital we believe is required for our business
plans.
The placement
agent has agreed to use its reasonable best efforts to solicit offers to purchase the securities being offered in this offering. The
placement agent has no obligation to buy any of the securities from us or to arrange for the purchase or sale of any specific number
or dollar amount of the securities. There is no required minimum number of securities or amount of proceeds that must be sold as a condition
to completion of this offering. Because there is no minimum offering amount required as a condition to the closing of this offering,
the actual offering amount, placement agent fees and proceeds to us are not presently determinable and may be substantially less than
the maximum amounts set forth above. We may sell fewer than all of the securities offered hereby, which may significantly reduce the
amount of proceeds received by us, and investors in this offering will not receive a refund in the event that we do not sell an amount
of securities sufficient to fund for our operations as described in the “Use of Proceeds” section herein. Thus, we may not
raise the amount of capital we believe is required for our operations in the short-term and may need to raise additional funds, which
may not be available or available on terms acceptable to us.
Special
Note regarding Forward-Looking Statements and Industry Data
This
prospectus contains forward-looking statements that reflect our current expectations and views of future events. The forward-looking
statements are contained principally in the sections entitled “Prospectus Summary,” “Risk Factors,” “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” Known and unknown risks,
uncertainties and other factors, including those listed under “Risk Factors,” may cause our actual results, performance or
achievements to be materially different from those expressed or implied by the forward-looking statements.
You
can identify some of these forward-looking statements by words or phrases such as “aim,” “anticipate,” “believe,”
“continue” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,”
“predict,” “seek” “will,” or other similar expressions. We have based these forward-looking statements
largely on our current expectations and projections about future events that we believe may affect our financial condition, results of
operations, business strategy and financial needs. These forward-looking statements include statements relating to:
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our
ability to execute our strategies, manage growth and maintain our corporate culture; |
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our
future business development, financial conditions and results of operations; |
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our
expectations regarding demand for and market acceptance of our products and services; |
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our
ability to successfully compete in the highly competitive markets; |
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our
expectations regarding our relationships with service partners; |
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The
safety, affordability, and convenience of our platform and our offerings; |
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our
anticipated investments in new products and offerings, and the effect of these investments on our results of operations and financial
performance; |
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our
ability to successfully enter into new geographies, expand our presence in countries in which we are limited by regulatory restrictions,
and manage our international expansion; |
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our
expected growth in the number of platform users, and our ability to promote our brand and attract and retain platform users; |
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anticipated
technology trends and developments and our ability to address those trends and developments with our products and offerings; |
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our
ability to identify, recruit, and retain skilled personnel, including key members of senior management; |
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our
ability to maintain, protect, and enhance our intellectual property rights; |
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our
ability to successfully acquire and integrate companies and assets; |
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changes
in the need for capital and the availability of financing and capital to fund these needs; |
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our
ability to prevent disturbance to our information technology systems; |
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our
ability to successfully defend litigation brought against us and/or other conflict resolution proceedings; |
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relevant
government policies and regulations relating to our industry; |
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man-made
or natural disasters, including war, acts of international or domestic terrorism, civil disturbances, occurrences of catastrophic
events and acts of God such as floods, earthquakes, wildfires, typhoons and other adverse weather and natural conditions that affect
our business or assets; and |
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our
ability to implement, maintain, and improve effective internal controls. |
You
should read this prospectus and the documents that we refer to in this prospectus with the understanding that our actual future
results may be materially different from and worse than what we expect. Other sections of this prospectus include additional factors
which could adversely impact our business and financial performance. Moreover, we operate in an evolving environment. New risk
factors and uncertainties emerge from time to time and it is not possible for our management to predict all risk factors and
uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of our
forward-looking statements by these cautionary statements.
You
should not rely upon forward-looking statements as predictions of future events. The forward-looking statements made in this prospectus
relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we
undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or
otherwise. You should read this prospectus and the documents that we refer to in this prospectus and have filed as exhibits to our registration
statement on Form F-1, of which this prospectus is a part, completely and with the understanding that our actual future results may be
materially different from what we expect.
This
prospectus also contains statistical data and estimates that we obtained from industry publications and reports generated by government
or third-party providers of market intelligence. Although we have not independently verified the data, we believe that the publications
and reports are reliable.
Use
of Proceeds
If we raise the maximum
proceeds in this offering, we estimate that the net proceeds of this offering will be approximately US$4.0 million, assuming
no exercise of the Common Warrants issued in connection with this offering, after deducting the placement agent fees and estimated offering
expenses payable by us, and excluding any proceeds received upon exercise of any Common Warrants. However, because this is a best
efforts offering and there is no minimum offering amount required as a condition to the closing of this offering, the actual offering
amount, the placement agent’s fees and net proceeds to us are not presently determinable and may be substantially less than the
maximum amounts set forth on the cover page of this prospectus. We currently intend to use the net proceeds of the offering
for general corporate purposes, which may include information technology expenses, research and development expenses, capital expenditures
and working capital. We may also use the net proceeds from this offering to acquire, or invest in complementary businesses, technologies,
products or assets. Pending use of the net proceeds, we intend to invest the proceeds in a variety of capital preservation instruments,
including short-term, investment-grade, interest-bearing instruments.
Our
expected use of net proceeds from this offering and our existing cash and cash equivalents represents our intentions based upon our current
plans and business conditions, which could change in the future as our plans and business conditions evolve. As a result, we cannot predict
with any certainty our use of the net proceeds from this offering or the amounts that we will actually spend on each area of use set
forth above. Our management will retain broad discretion over the allocation of the net proceeds from this offering. Accordingly, we
will have discretion in the application of the net proceeds, and investors will be relying on our judgment regarding the application
of the proceeds of this offering.
Dividend
Policy
Our
board of directors (“Board”) has discretion on whether to distribute dividends, subject to certain requirements of Cayman
Islands law. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended
by the Board. In either case, all dividends are subject to certain restrictions under Cayman Islands law, namely that our company may
only pay dividends out of profits or share premium, and provided always that, in no circumstances may a dividend be paid if this would
result in our company being unable to pay its debts as they fall due in the ordinary course of business. Even if we decide to pay dividends,
the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial
condition, contractual restrictions and other factors that the Board may deem relevant.
We
have not previously declared or paid any cash dividends and we do not have any present plan to pay any cash dividends on our Class A
Ordinary Shares in the foreseeable future after this offering. We currently intend to retain most, if not all, of our available funds
and any future earnings to operate and expand our business.
Capitalization
The
following table sets forth our capitalization as of December 31, 2023:
| |
|
● |
on
an actual basis; and |
| |
|
|
|
| |
|
● |
on
a pro forma basis, to give effect to the issuance and sale of Units in this offering based on the offering price of US$0.85
per Unit, after deducting placement agent fees and estimated offering expenses payable by us. |
You
should read this table together with our consolidated financial statements and the related notes included elsewhere in this prospectus
and the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” incorporated
by reference herein.
| | |
As of December 31, 2023 | |
| | |
Actual | | |
Actual | | |
Pro Forma | |
| | |
S$’000 | | |
US$’000 | | |
US$’000 | |
| Borrowings: | |
| | | |
| | | |
| | |
| Convertible loan from third parties | |
| 2,303 | | |
| 1,746 | | |
| 1,467 | |
| Note from a shareholder | |
| 2,850 | | |
| 2,160 | | |
| 2,160 | |
| Total borrowings | |
| 5,153 | | |
| 3,906 | | |
| 3,627 | |
| Shareholders’ equity: | |
| | | |
| | | |
| | |
| Ordinary shares | |
| 4 | | |
| 3 | | |
| 5 | |
| Additional paid-in capital | |
| 18,663 | | |
| 14,146 | | |
| 28,871 | |
| Accumulated deficit | |
| (25,893 | ) | |
| (19,626 | ) | |
| (19,626 | ) |
| Foreign currency translation reserve | |
| (117 | ) | |
| (89 | ) | |
| (89 | ) |
| Non-controlling interests | |
| (79 | ) | |
| (60 | ) | |
| (60 | ) |
| Total shareholders’ deficit | |
| (7,422 | ) | |
| (5,626 | ) | |
| 9,101 | |
| Total capitalization | |
| (2,269 | ) | |
| (1,720 | ) | |
| 12,728 | |
Dilution
Investors
purchasing our securities in this offering will experience immediate and substantial dilution in the pro forma as adjusted net
tangible book value of their Class A Ordinary Shares. Dilution in pro forma as adjusted net tangible book value represents the difference
between the public offering price of our Units and the pro forma as adjusted net tangible book value per share of our Class A
Ordinary Shares immediately after the offering.
As
of December 31, 2023, we had a historical net tangible book value of US$(6.1) million, corresponding to a net tangible book value of
US$(0.49) per Class A Ordinary Share. Historical net tangible book value per Class A Ordinary Share represents
our total tangible assets (total assets excluding goodwill and other intangible assets, net) less total liabilities, divided by the number
of outstanding Class A Ordinary Shares as of December 31, 2023.
After
giving effect to the completion of the initial public offering on March 6, 2024 and the underwriters exercised their over-allotment options
on March 15, 2024, we had a pro forma net tangible book value as of December 31, 2023 of $0.27 per Class A Ordinary Share.
After
giving effect to the sale of Units in this offering by the Company at a public offering price of US$0.85 per Unit, after deducting
placement agent fees and estimated offering expenses payable by the Company, the pro forma as adjusted net tangible book value as of
December 31, 2023 would have been approximately US$8.3 million, or US$0.37 per Class A Ordinary Share. This represents
an immediate increase in pro forma as adjusted net tangible book value of US$1.15 per Class A Ordinary Share to our existing
shareholders and an immediate dilution of US$0.19 per Class A Ordinary Share to new investors purchasing securities in
this offering. Dilution per Class A Ordinary Share to new investors is determined by subtracting our pro forma as adjusted net
tangible book value per share from the assumed public offering price per share paid by new investors. The following table illustrates
such dilution:
| | |
Per Class A
Ordinary Share
| |
| Public offering price per Unit | |
US$ | 0.85 | |
| Net tangible book value (deficit) as of December 31, 2023 | |
US$ | (0.49 | ) |
| Pro forma as adjusted net tangible book value after giving effect to the IPO and exercise of the over-allotment option | |
US$ | 0.27 | |
| Pro forma as adjusted net tangible book value after giving effect to this offering | |
US$ | 0.37 | |
| Amount of dilution in net tangible book value to new investors in this offering | |
US$ | 0.19 | |
SHARES
ELIGIBLE FOR FUTURE SALES
RULE
144
In
general, under Rule 144 as currently in effect, once we have been subject to the public company reporting requirements of Section 13
or Section 15(d) of the Exchange Act for at least 90 days, persons who are not our affiliates and have beneficially owned our Class
A Ordinary Shares for more than six (6) months but not more than one year may sell such Class A Ordinary Shares without registration
under the Securities Act subject to the availability of current public information about us. Persons who are not our affiliates and have
beneficially owned our Class A Ordinary Shares for more than one year may freely sell our Class A Ordinary Shares without registration
under the Securities Act. Persons who are our affiliates (including persons beneficially owning 10% or more of our outstanding shares),
and have beneficially owned our Class A Ordinary Shares for at least six (6) months, may sell within any three (3)-month period a number
of restricted securities that does not exceed the greater of the following:
| |
|
● |
1.0%
of the then outstanding Class A Ordinary Shares; or |
| |
|
|
|
| |
|
● |
the
average weekly trading volume of our Class A Ordinary Shares during the four calendar weeks preceding the date on which notice
of the sale on Form 144 is filed with the SEC by such person. |
Such
sales are also subject to manner-of-sale provisions, notice requirements and the availability of current public information about us.
In addition, in each case, these shares would remain subject to any applicable lock-up arrangements and would only become eligible for
sale when the lock-up period expires.
RESALE
REGISTRAITON STATEMENT
We
have filed a registration statement on Form F-1 (File No. 333-279483) covering the resale by certain selling shareholders from time to
time of up to 1,132,242 Class A Ordinary Shares. This resale registration statement was declared effective on June 11, 2024, though the
resale process has not commenced as of the date of this prospectus. The selling shareholders named therein have sold up
all their shares pursuant to the resale registration statement.
PLAN
OF DISTRIBUTION
We
are offering up to 5,300,000 Units, each Unit consisting of one Class A Ordinary Share and one Common Warrant, each to purchase
one Class A Ordinary Share, based on a public offering price of US$0.85 per Unit, for gross proceeds of approximately US$4.5
million before deduction of placement agent fees and offering expenses, in a best-efforts offering. We are registering our Class
A Ordinary Shares and Common Warrants included in the Units offered hereby, as well as Class A Ordinary Shares issuable from time
to time upon exercise of the Common Warrants. Our Units have no stand-alone rights and will not
be certificated or issued as stand-alone securities. The Class A Ordinary Shares and the Common Warrants comprising our Units are immediately
separable and will be issued separately in this offering. There is no minimum amount of proceeds that is a condition to closing of this
offering. The actual amount of gross proceeds, if any, in this offering could vary substantially from the gross proceeds from the sale
of the maximum amount of securities being offered in this prospectus.
Because
this is a best-efforts offering, the placement agent does not have an obligation to purchase any securities. We expect that the offering
will end one trading day after we first enter into a securities purchase agreement relating to the offering and the offering
will settle delivery versus payment (“DVP”)/receipt versus payment (“RVP”). Accordingly, we and the placement
agent have not made any arrangements to place investor funds in an escrow account or trust account since the placement agent will not
receive investor funds in connection with the sale of the securities offered hereunder.
Pursuant
to a placement agency agreement, dated as of September 26, 2024, we have engaged Maxim to act as our exclusive placement agent
to solicit offers to purchase the securities offered by this prospectus. The placement agent is not purchasing or selling any securities,
nor is it required to arrange for the purchase and sale of any specific number or dollar amount of securities, other than to use its
“reasonable best efforts” to arrange for the sale of the securities by us. Therefore, we may not sell the entire amount of
securities being offered. There is no minimum amount of proceeds that is a condition to closing of this offering. We will enter into
a securities purchase agreement directly with the investors, at the investor’s option, who purchase our securities in this offering.
Investors who do not enter into a securities purchase agreement shall rely solely on this prospectus in connection with the purchase
of our securities in this offering. The placement agent may engage one or more subagents or selected dealers in connection with this
offering.
The
placement agency agreement provides that the placement agent’s obligations are subject to conditions contained in the placement
agency agreement.
We
will deliver the securities being issued to the investors upon receipt of investor funds for the purchase of the securities offered pursuant
to this prospectus. We expect to deliver the securities being offered pursuant to this prospectus on or about September 27, 2024.
Placement
Agent Fees, Commissions and Expenses
Upon
the closing of this offering, we will pay the placement agent a cash fee equal to 7% of the aggregate gross cash proceeds to us from
the sale of the securities in the offering. Pursuant to the placement agency agreement, we will agree to reimburse the placement agent
for its legal fees, costs and expenses in connection with the offering, irrespective of whether the offering is consummated, (i)
up to US$100,000 (inclusive of any advance paid by us to the placement agent) in the event the offering is completed and (ii)
up to US$50,000 if an offering is not consummated.
The
following table shows the public offering price, placement agent fees and proceeds, before expenses, to us.
| | |
Per Unit | | |
Total | |
| Public offering price | |
US$ | 0.85 | | |
US$ | 4,505,000 | |
| Placement agent fees (7%) | |
US$ | 0.06 | | |
US$ | 315,350 | |
| Proceeds, before expenses, to us | |
US$ | 0.79 | | |
US$ | 4,189,650 | |
We
estimate that the total expenses of the offering, including registration, filing and listing fees, printing fees, legal and accounting
expenses, expenses for background ground checks, travel and lodging expenses associated with road show trips, but excluding the placement
agent fees, will be approximately US$210,380, all of which are payable by us.
Indemnification
We
have agreed to indemnify the placement agent against certain liabilities, including liabilities under the Securities Act and liabilities
arising from breaches of representations and warranties contained in the placement agency agreement, or to contribute to payments
that the placement agent may be required to make in respect of those liabilities.
Lock-Up
Agreements
We
have agreed not to issue, enter into any agreement to issue, announce the issuance or proposed issuance of, or file any registration
statement in connection with, any Class A Ordinary Shares or Class A Ordinary Share equivalents involving a variable rate transaction
in a six-month period from the closing of this offering, subject to certain exceptions, without the prior written consent of the placement
agent.
We
also agree not to amend, modify, waive or terminate any provision of any of the lock-up agreements executed as of March 5, 2024 in connection
with the underwriting agreement dated March 5, 2024, between the Company and the placement agent, except to extend the term of the lock-up
period and shall enforce the provisions of each lock-up agreement in accordance with its terms.
The
placement agent has no present intention to waive or shorten the lock-up period; however, the terms of the lock-up agreements may be
waived at its discretion. In determining whether to waive the terms of the lock-up agreements, the placement agent may base its decision
on its assessment of the relative strengths of the securities markets and companies similar to ours in general, and the trading pattern
of, and demand for, our securities in general.
Other
Compensation
Upon
the closing of this offering, or if the engagement period as provided in the engagement letter between us and the placement agent ends
prior to a closing of an offering (other than a termination for cause), then if
within three (3) months following such time, we complete any financing of equity, equity-linked, convertible or debt or
other capital-raising activity with, or receive any proceeds from, any investors that were contacted, introduced or
participated in this offering (excluding any investors that either held ordinary shares of the Company prior to the closing or that were
introduced by the Company to the placement agent), then the Company shall pay to the placement agent a commission as described in this
section, in each case only with respect to the portion of such financing received from such investors.
Regulation
M
The
placement agent may be deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and any commissions
received by it and any profit realized on the resale of the securities sold by it while acting as principal might be deemed to be underwriting
discounts or commissions under the Securities Act. As an underwriter, the placement agent would be required to comply with the requirements
of the Securities Act and the Exchange Act, including, without limitation, Rule 10b-5 and Regulation M under the Exchange Act. These
rules and regulations may limit the timing of purchases and sales of our securities by the placement agent acting as principal. Under
these rules and regulations, the placement agent (i) may not engage in any stabilization activity in connection with our securities and
(ii) may not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities, other than
as permitted under the Exchange Act, until it has completed its participation in the distribution.
Certain
Relationships
The
placement agent and its affiliates have and may in the future provide, from time to time, investment banking and financial advisory services
to us in the ordinary course of business, for which they may receive customary fees and commissions.
Listing
Our
Class A Ordinary Shares are currently listed on the NYSE American under the symbol “RYDE”. We do not intend to list the
Common Warrants on any securities exchange or other trading market.
Affiliations
The
placement agent and its respective affiliates are full service financial institutions engaged in various activities, which may
include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal
investment, hedging, financing and brokerage activities. The placement agent and its affiliates may from time to time in the future
engage with us and perform services for us or in the ordinary course of their business for which they will receive customary fees and
expenses. In the ordinary course of their various business activities, the placement agent and its respective affiliates may make
or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments
(including bank loans) for their own account and for the accounts of their customers, and such investment and securities activities may
involve securities and/or instruments of us. The placement agent and its respective affiliates may also make investment recommendations
and/or publish or express independent research views in respect of these securities or instruments and may at any time hold, or recommend
to clients that they acquire, long and/or short positions in these securities and instruments.
Electronic
Distribution
A
prospectus in electronic format may be made available on websites or through other online services maintained by the placement agent
of this offering, or by its affiliates. Other than the prospectus in electronic format, the information on the placement
agent’s website and any information contained in any other website maintained by the placement agent is not part of
this prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or the
placement agent in its capacity as the placement agent, and should not be relied upon by investors.
In
connection with this offering, the placement agent or certain securities dealers may distribute prospectuses by electronic
means, such as e-mail.
Selling
Restrictions Outside the United States
No
action may be taken in any jurisdiction other than the United States that would permit a public offering of our securities or
the possession, circulation, or distribution of this prospectus in any jurisdiction where action for that purpose is required. Accordingly,
our securities may not be offered or sold, directly or indirectly, and neither the prospectus nor any other offering material
or advertisements in connection with our securities may be distributed or published in or from any country or jurisdiction except
under circumstances that will result in compliance with any applicable laws, rules and regulations of any such country or jurisdiction.
This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of our securities offered by this
prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.
Notice
to Prospective Investors in Canada
Securities
legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus
(including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by
the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser
should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars
of these rights or consult with a legal advisor.
Pursuant
to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of
National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements
of NI 33-105 regarding underwriter conflicts of interest in connection with this offering. Our securities may be sold only to
purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106
Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument
31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of our securities must be made in
accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
Notice
to Prospective Investors in the United Kingdom
This
prospectus is only being distributed to and is only directed at persons in the United Kingdom that are qualified investors within the
meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) to investment professionals falling within Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 within, and/or (ii) high net worth entities, and other
persons to whom it may lawfully be communicated, falling with Article 49(2)(a) to (d) (all such persons together being
referred to as “relevant persons”).
This
prospectus and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed
by recipients to any other persons in the United Kingdom. Any person in the United Kingdom who is not a relevant person should not act
or rely on this prospectus or any of its contents.
Notice
to Prospective Investors in Singapore
This
prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other
document or material in connection with the offer or sale, or invitation for subscription or purchase, of our securities may not
be circulated or distributed, nor may our securities be offered or sold, or be made the subject of an invitation for subscription
or purchase, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as
defined in Section 4A of the Securities and Futures Act 2001 (the “SFA”)) pursuant to Section 274 of the SFA, (ii) to
a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant
to Section 275(1A) of the SFA (where applicable) and Regulation 3 of the Securities and Futures (Classes of Investors) Regulations
2018 of Singapore, and in accordance with the conditions specified in Section 275 of the SFA, or (iii) otherwise
pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
Where
the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is:
| (a) | a
corporation (which is not an accredited investor (as defined in Section 4A of the
SFA)) the sole business of which is to hold investments and the entire share capital
of which is owned by one or more individuals, each of whom is an accredited investor; or
|
| (b) | a
trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments
and each beneficiary of the trust is an individual who is an accredited investor, |
securities
or securities-based derivatives contracts (each term as defined in Section 2(1) of the SFA)
of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred
within six months after that corporation or that trust has acquired the shares pursuant to an offer made under Section 275
of the SFA except:
| (1) | to
an institutional investor or to a relevant person, or to any person arising from an
offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA; |
| (2) | where
no consideration is or will be given for the transfer; |
| (3) | where
the transfer is by operation of law; |
| (4) | as
specified in Section 276(7) of the SFA; or |
| (5) | as
specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities
and Securities-based Derivatives Contracts) Regulations 2018 of Singapore. |
In
connection with Section 309B of the SFA and the Securities and Futures (Capital Markets Products)
Regulations 2018 (the “CMP Regulations 2018”), unless otherwise specified before an offer of the shares, the
Company has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA) (where applicable), that
the shares are “prescribed capital markets products” (as defined in the CMP Regulations 2018) and Excluded Investment Products
(as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on
Investment Products).
Notice
to Prospective Investors in the People’s Republic of China
This
prospectus may not be circulated or distributed in China and our securities may not be offered or sold, and will not offer or
sell to any person for re-offering or resale directly or indirectly to any resident of China except pursuant to applicable laws, rules and
regulations of China. For the purpose of this paragraph only, China does not include Taiwan and the special administrative regions of
Hong Kong and Macau.
Notice
to Prospective Investors in Hong Kong
Our
securities may not be offered or sold in Hong Kong
by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the
Companies Ordinance (Cap. 32, Laws of Hong Kong), (ii) to “professional investors” within the meaning of the Securities
and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not
result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong) and
no advertisement, invitation or document relating to our securities be issued or may be in the possession of any person for the
purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed
or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to our securities
which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within
the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.
Notice
to Prospective Investors in Taiwan, the Republic of China
Our
securities have not been and will not be registered
with the Financial Supervisory Commission of Taiwan, the Republic of China, pursuant to relevant securities laws and regulations and
may not be offered or sold in Taiwan through a public offering or in any manner which would constitute an offer within the meaning of
the Securities and Exchange Act of Taiwan or would otherwise require registration with or the approval of the Financial Supervisory Commission
of Taiwan.
Notice
to Prospective Investors in the Cayman Islands
No
invitation, whether directly or indirectly may be made to the public in the Cayman Islands to subscribe for our securities. This
prospectus does not constitute a public offer of our securities, whether by way of sale or subscription, in the Cayman Islands.
Our securities have not been offered or sold, and will not be offered or sold, directly or indirectly, in the Cayman Islands.
Notice
to Prospective Investors in the European Economic Area
In
relation to each Member State of the European Economic Area (each a “Member State”), none of our securities have been
offered or will be offered pursuant to the offering to the public in that Member State prior to the publication of a prospectus in relation
to our securities which has been approved by the competent authority in that Member State or, where appropriate, approved
in another Member State and notified to the competent authority in that Member State, all in accordance with the Prospectus Regulation,
except that offers of our securities may be made to the public in that Member State at any time under the following exemptions
under the Prospectus Regulation:
| ● | to
any legal entity which is a qualified investor as defined under the Prospectus Regulation; |
| ● | to
fewer than 150 natural or legal persons (other than qualified investors as defined under
the Prospectus Regulation), subject to obtaining the prior consent of the underwriter for
any such offer; or |
| ● | in
any other circumstances falling within Article 1(4) of the Prospectus Regulation. |
provided
that no such offer of our securities shall require us or any of our representatives to publish a prospectus pursuant to Article
3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation and each person who initially
acquires any of our securities or to whom any offer is made will be deemed to have represented, acknowledged and agreed to and
with each of the representatives and us that it is a “qualified investor” as defined in the Prospectus Regulation.
In
the case of any of our securities being offered to a financial intermediary as that term is used in Article 5 of the Prospectus
Regulation, each such financial intermediary will be deemed to have represented, acknowledged and agreed that our securities
acquired by it in the offer have not been acquired on a nondiscretionary basis on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in circumstances which may give rise to an offer of any of our securities to the public other
than their offer or resale in a Member State to qualified investors as so defined or in circumstances in which the prior consent of the
representatives has been obtained to each such proposed offer or resale.
For
the purposes of this provision, the expression an “offer to the public” in relation to any of our securities in any
Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any of our securities to be offered so as to enable an investor to decide to purchase or subscribe for any of our securities, and the
expression “Prospectus Regulation” means Regulation (EU) 2017/1129 (as amended).
Stamp
Taxes
If
you purchase our securities offered by this prospectus, you may be required to pay stamp taxes and other charges under the laws
and practices of the country of purchase, in addition to the public offering price listed on the cover page of this prospectus.
Enforceability
of Civil Liabilities
We
are incorporated under the laws of the Cayman Islands as an exempted company with limited liability. We are incorporated in the Cayman
Islands to take advantage of certain benefits associated with being a Cayman Islands exempted company, such as:
| |
● |
political
and economic stability; |
| |
|
|
| |
● |
an
effective judicial system; |
| |
|
|
| |
● |
a
favorable tax system; |
| |
|
|
| |
● |
the
absence of exchange control or currency restrictions; and |
| |
|
|
| |
● |
the
availability of professional and support services. |
However,
certain disadvantages accompany incorporation in the Cayman Islands. These disadvantages include, but are not limited to:
| |
● |
the
Cayman Islands has a less developed body of securities laws as compared to the United States and these securities laws provide significantly
less protection to investors as compared to the United States; and |
| |
|
|
| |
● |
Cayman
Islands companies may not have standing to sue before the federal courts of the United States. |
Our
constituent documents do not contain provisions requiring that disputes, including those arising under the securities laws of the United
States, between us, our officers, directors and shareholders, be arbitrated.
All
of our operations are conducted in Singapore, and substantially all of our assets are located in Singapore. A majority of our directors
and officers are nationals or residents of jurisdictions other than the United States and most of their assets are located outside the
United States. As a result, it may be difficult for a shareholder to effect service of process within the United States upon these individuals,
or to bring an action against us or these individuals in the United States, or to enforce against us or them judgments obtained in United
States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any
state in the United States. See “Risk Factors – Risks Relating to our Securities and This Offering – You may face difficulties
in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated
under Cayman Islands law.”
We
have appointed Puglisi & Associates as our agent upon whom process may be served in any action brought against us under the securities
laws of the United States. The address of our agent is 850 Library Avenue, Suite 204, Newark, Delaware 19711.
Harney
Westwood & Riegels Singapore LLP, our counsel as to Cayman Islands law, has advised us that there is uncertainty as to whether the
courts of the Cayman Islands will allow shareholders of our company to originate actions in the Cayman Islands based upon securities
laws of the United States. In addition, there is uncertainty regarding Cayman Islands law related to whether a judgment obtained from
the U.S. courts under civil liability provisions of U.S. securities laws will be determined by the courts of the Cayman Islands as penal
or punitive in nature. If such a determination is made, the courts of the Cayman Islands will not recognize or enforce the judgment against
a Cayman Islands company, such as our company. As the courts of the Cayman Islands have yet to rule on making such a determination in
relation to judgments obtained from U.S. courts under civil liability provisions of U.S. securities laws, it is uncertain whether such
judgments would be enforceable in the Cayman Islands. We have been further advised that although there is no statutory enforcement in
the Cayman Islands of judgments obtained in the United States, a final and conclusive monetary judgment for a definite sum obtained in
such jurisdiction will be recognized and enforced in the courts of the Cayman Islands at common law, without any re-examination of the
merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, provided
that:
(a)
the foreign court had jurisdiction in the matter and the Company either submitted to such jurisdiction or was resident or carrying on
business within such jurisdiction and was duly served with process;
(b)
the judgment given by the foreign court was not in respect of penalties, fines, taxes or similar fiscal or revenue obligations;
(c)
in obtaining judgment there was no fraud on the part of the person in whose favour judgment was given or on the part of the foreign court;
(d)
recognition or enforcement in the Cayman Islands would not be contrary to public policy; and
(e)
the proceedings pursuant to which judgment was obtained were not contrary to the principles of natural justice.
Singapore
There
is no treaty between the United States and Singapore providing for the reciprocal recognition and enforcement of judgments in civil and
commercial matters and a final judgment for the payment of money rendered by any federal or state court in the United States based on
civil liability, whether or not predicated solely upon the federal securities laws, would, therefore, not be automatically enforceable
in Singapore.
In
making a determination as to enforceability of a foreign judgment, the Singapore courts need to be satisfied that the foreign judgment
was final and conclusive and on the merits of the case, given by a court of law of competent jurisdiction, and was expressed to be for
a fixed sum of money. In general, a foreign judgment would be enforceable in Singapore unless procured by fraud, or if the proceedings
in which such judgments were obtained were not conducted in accordance with principles of natural justice, or if the enforcement thereof
would be contrary to the public policy of Singapore, or if the judgment would conflict with earlier judgments from Singapore or earlier
foreign judgments recognized in Singapore, or if the judgment would amount to the direct or indirect enforcement of foreign penal, revenue
or other public laws. Civil liability provisions of the federal and state securities law of the United States permit the award of punitive
damages against us, our Directors and officers. The Singapore courts do not allow the enforcement of foreign judgments which amount to
the direct or indirect enforcement of foreign penal, revenue or other public laws. It is uncertain as to whether a judgment of the courts
of the United States awarding such punitive damages would be regarded by the Singapore courts as being pursuant to foreign, penal, revenue
or other public laws. Such determination has yet to be conclusively made by a Singapore court in a reported decision.
Corporate
History and Structure
Corporate
History
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. We currently operate in Singapore, with our core businesses
in the following segments:
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(i) |
mobility,
where we provide on-demand and scheduled carpooling and ride-hailing services, matching riders to our driver partners; and |
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(ii) |
quick
commerce, where we provide on-demand, scheduled, and multi-stop parcel delivery services. |
We
set out below our key milestones, which show the growth journey of our Group and development of our service offerings throughout the
years.
| Year |
|
Milestone |
| 2014 |
|
Ryde
Technologies Pte. Ltd. was founded by Mr. Terence Zou, our chairman and CEO. At this point in time, well known players Uber and Grab
had begun to provide ride hailing services for private hire drivers. We differentiated ourselves by intending to provide an on-demand
carpooling offering via our mobile app, with the aim of providing a cleaner, greener, and more efficient way for point-to-point transport
users in Singapore to get around. We had a vision to become a technology-focused “Super mobility app” where multiple
mobility tools can be accessed and function seamlessly out of a single app, offering ultimate convenience and reliability for consumers. |
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| 2015 |
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We
launched our on-demand carpooling app to market with the intention of growing our business within the carpooling vertical. |
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| 2016 |
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As
a young company, we required resources in order to advance our technology capabilities. To this end, we raised S$1 million from a
venture capital company. The funds were used to grow our in-house technology team, improving our technology offerings, as well as
for initiatives to grow our driver partner supply. |
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| 2017 |
|
Our
in-house technology team identified that, though our carpooling app was able to leverage the technology to provide on-demand carpooling
services, the traditional taxi industry in Singapore did not appear to be able to fully utilize the benefits of such technological
advances, leading to what we believe was a less than ideal consumer experience, driven by issues such as long wait times for taxis,
and acceptance of limited types of non-cash payments or cash-only payments. |
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To
this end, we expanded our service offerings to include ride-hailing services for taxis. Our first taxi partnership was with a Singapore
Exchange Securities Trading Limited (“SGX-ST”) listed transport company, which had the largest taxi fleet1
in Singapore. We onboarded their taxis onto our platform, enabling their taxi drivers to accept taxi-bookings via services integration
with our app, as well as allowing our mobile app to connect with their technology infrastructure where needed. Our expansion efforts
were supported by the venture capital company that invested an additional S$2.5 million to aid us in further development of our technology
infrastructure. |
| 1 |
This
information was extracted from Data.gov.sg, a data set titled “Monthly Taxi Population by Company”, which can be accessed
at: https://data.gov.sg/dataset/monthly-taxi-population-by-company, with the data accessed on 20 April 2022. Data.gov.sg has not
provided its consent to the inclusion of the information cited and attributed to it in this document. While we have taken reasonable
actions to ensure that the information is reproduced in its proper form and context and that the information is extracted accurately
and fairly, none of our Company, the placement agent or any other party has conducted an independent review of this information
or verified the accuracy of the contents of the relevant information. |
| 2018 |
|
We
addressed a gap in the market and launched our on-demand pet-friendly travel option, RydePET in February 2018. |
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In
March 2018, Grab acquired Uber’s Southeast Asia operations, which included Singapore. Uber’s exit from the Singapore
market, coupled with our success in executing ride-hailing for taxis via our partnership with the SGX-ST listed transport company,
prompted us to seize the opportunity to expand our ride-hailing services by entering the private hire driver space. |
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In
May 2018, we became a full-fledged ride-hailing provider as we launched our RydeX service, which comprised of private hire driver
fleets. |
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Our
expansion to becoming a full-fledged ride-hailing provider, providing both carpooling and ride-hailing, led us to continue to focus
on innovating mobility related lifestyle offerings. To this end, we piloted RydeSEND, our on-demand parcel delivery service, with
a beta version launch in September. |
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| 2019 |
|
Facing
stiffer competition following the launch of Gojek’s ride-hailing services in late 2018, we embarked on a strategy to keep our
operations lean, charging a competitive commission and platform fee to driver partners and consumers respectively, which helped to
entice drivers to join our platform, while keeping consumer demand stable. Bearing in mind the importance of growing our driver partner
supply with the greater competition present, we partnered with another transport company to enable their taxi drivers to accept taxi-bookings
via services integration with our app, increasing our ride-hailing supply of taxis. |
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| 2020 |
|
We
continued to focus on enhancing our technology platform in order to remain as a low cost, high quality, and convenient choice for
consumers to access mobility or parcel delivery services. In January, DLG Ventures Pte. Ltd. (“DLG”) came onboard as
an investor, providing S$2.3 million in capital to support us in building up our technology team and offerings. With DLG’s
support, we have been able to expand our technology team, which will enable us to enhance our technology platform. This will not
only help us offer a better user experience but also allow us to stay competitive in the rapidly evolving ride-hailing market. |
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In
April, the COVID-19 pandemic led to Singapore entering a lockdown period that resulted in many temporary restrictions and on and
off adjustments for the ride-hailing industry. Our team deployed innovative, non-monetary schemes to encourage our driver partners
to take on and complete more trips. |
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Maintaining
and growing our driver partner supply is a constant priority for us and we therefore partnered with another transport company to
enable their taxi drivers to accept taxi-bookings via services integration with our app, further increasing our available ride-hailing
taxi fleet size. |
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| 2021 |
|
Following
the Land Transport Authority’s introduction of a new regulatory framework for the Point-to-Point (P2P) sector in October
2020, we obtained our P2P licences which came into effect on 30 October 2020 to operate both carpooling and ride-hailing services.
As at date of this prospectus, we are one of two players that holds both the Car-Pool Service Operator Licence and the Ride-Hail
Service Operator Licence. |
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To
further add value for consumers, we rolled out two new adjacent tools. In June, we piloted a deal with an insurance company to provide
complimentary insurance for riders who make trips using our Ryde platform, and in December, we launched Ryde+, a value subscription
plan for users that unlocks exclusive perks and additional savings on their rides. |
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| 2022 |
|
In
February, we introduced an advance booking function for RydeSEND to allow consumers to schedule delivery, as well as an up-to six
(6) stops option, to meet the growing demand of our quick commerce offering. |
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| 2023 |
|
In
February, we acquired Meili Technologies Pte. Ltd. for their software technology and to leverage on existing key contractual
relationships they have with various clients to further enhance our competitive technology. We also launched support for motorcyclists
and walkers to become RydeSEND delivery partners in order to increase our pool of delivery partners to improve our overall fulfillment
rate. |
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| 2024 |
|
In
March, the Company completed its initial public offering. The Class A Ordinary Shares began trading on March 6 on the NYSE American
under the ticker symbol “RYDE”. |
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In June, the Company completed the secondary listings of its Class A Ordinary
Shares on the Frankfurt and Stuttgart Stock Exchanges under the symbol “D0S”. |
Corporate
Structure
Our
Company was incorporated in the Cayman Islands on 21 February 2023 under the Companies Act as an exempted company with limited liability.
Our authorized share capital is US$50,000 divided into 250,000,000 ordinary shares of nominal or par value US$0.0002 each, comprising
(a) 175,000,000 Class A Ordinary Shares of nominal or par value US$0.0002 each, and (b) 75,000,000 Class B Ordinary Shares of nominal
or par value of US$0.0002 each.
The
following diagram illustrates our corporate structure as of the date of this prospectus:
* RGT (BVI) Ltd owns 1
ordinary share in the capital of Ryde Technologies Pte. Ltd.
Description
of Share Capital
We
are a Cayman Islands exempted company incorporated with limited liability and our affairs are governed by our memorandum and articles
of association, the Companies Act (2023 Revision) of the Cayman Islands, which we refer to as the Companies Act below, and the common
law of the Cayman Islands.
As
of the date of this prospectus, our authorized share capital for Ryde Group Ltd is US$50,000 divided into 250,000,000 shares of nominal
or par value US$0.0002 each, comprising of (i) 175,000,000 Class A Ordinary Shares of nominal or par value of US$0.0002 each; and (ii)
75,000,000 Class B Ordinary Shares of nominal or par value US$0.0002 each.
As
of the date of this prospectus, we have 17,447,426 Class A Ordinary Shares and 3,542,400 Class B Ordinary Shares issued and outstanding.
All of our shares issued and outstanding prior to the completion of the offering are and will be fully paid, and all of our shares to
be issued in the offering will be issued as fully paid.
Our
founder, chairman of the board of directors and chief executive officer, Mr. Terence Zou, and DLG Ventures Pte. Ltd. (“DLG”)
beneficially own all of our then issued and outstanding Class B Ordinary Shares. These Class B Ordinary Shares constitute approximately
16.9% of our total issued and outstanding share capital and approximately 67.0% of the aggregate voting power of our total
issued and outstanding share capital as of the date of this prospectus. Holders of Class A Ordinary Shares and Class B Ordinary Shares
have the same rights except for voting and conversion rights. Each holder of our Class A Ordinary Share is entitled to one vote per share.
Each holder of our Class B Ordinary Share is entitled to 10 votes per share. Our Class A Ordinary Shares and Class B Ordinary Shares
vote together as a single class on all matters submitted to a vote of our shareholders, except as may otherwise be required by law. Our
Class B Ordinary Shares are convertible into Class A Ordinary Shares on a one-for-one. Class A Ordinary Shares are not convertible into
Class B Ordinary Shares under any circumstances.
Common
Warrants
The
following summary of certain terms and provisions of the Common Warrants offered hereby is not complete and is subject to and qualified
in its entirety by the provisions of the form of Common Warrant, which are filed as exhibits to the registration statement of which this
prospectus forms a part. Prospective investors should carefully review the terms and provisions set forth in the form of Common Warrant.
Exercisability.
The Common Warrants are immediately exercisable at any time after their original issuance up to the date that is five years after their
original issuance. Each of the Common Warrants will be exercisable, at the option of each holder, in whole or in part by delivering to
us a duly executed exercise notice and, at any time a registration statement registering the issuance of our Class A Ordinary Shares
underlying the Common Warrants under the Securities Act is effective and available for the issuance of such shares, or an exemption from
registration under the Securities Act is available for the issuance of such shares, by payment in full in immediately available funds
for the number of Class A Ordinary Shares purchased upon such exercise. If a registration statement registering the issuance of the shares
of common stock underlying the Common Warrants under the Securities Act is not effective or available, the holder may, in its sole discretion,
elect to exercise the Common Warrant through a cashless exercise, in which case the holder would receive upon such exercise the net number
of Class A Ordinary Shares determined according to the formula set forth in the Common Warrant. No fractional Class A Ordinary Shares
will be issued in connection with the exercise of a Common Warrant. In lieu of fractional shares, we will pay the holder an amount in
cash equal to the fractional amount multiplied by the exercise price.
Exercise
Limitation. A holder will not have the right to exercise any portion of the Common Warrants if the holder (together with its affiliates)
would beneficially own in excess of 4.99% (or, upon election by a holder prior to the issuance of any Common Warrant, 9.99%) of the number
of our Class A Ordinary Shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined
in accordance with the terms of the Common Warrant. However, any holder may increase or decrease such percentage to any other percentage
not in excess of 9.99%, upon at least 61 days’ prior notice from the holder to us with respect to any increase in such percentage.
Exercise
Price. The exercise price per whole share of Class A Ordinary Shares purchasable upon exercise of the Common Warrants is equal to
100% public offering price per share. The exercise price of Common Warrants may also be reduced to any amount and for any period of time
at the sole discretion of our board of directors. The exercise price and number of Class A Ordinary Shares issuable upon exercise will
adjust in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events
affecting our Class A Ordinary Shares.
Transferability.
Subject to applicable laws, the Common Warrants may be offered for sale, sold, transferred or assigned without our consent.
Exchange
Listing. We do not intend to apply for the listing of the Common Warrants offered in this offering on any stock exchange. Without
an active trading market, the liquidity of the Common Warrants will be limited.
Warrant
Agent. The Common Warrants are expected to be issued in registered form under a Warrant Agency Agreement between VStock Transfer,
LLC, as Warrant Agent, and us. The Common Warrants shall initially be represented only by one or more global warrants deposited with
the Warrant Agent, as custodian on behalf of The Depository Trust Company (DTC) and registered in the name of Cede & Co., a nominee
of DTC, or as otherwise directed by DTC.
Rights
as a Shareholder. Except as otherwise provided in the Common Warrants or by virtue of such holder’s ownership of our Class
A Ordinary Shares, the holder of a Common Warrant does not have the rights or privileges of a holder of our Class A Ordinary Shares,
including any voting rights, until the holder exercises the Common Warrant.
Fundamental
Transactions. In the event of a fundamental transaction, as described in the Common Warrants generally including, with certain exceptions,
any reorganization, recapitalization or reclassification of our ordinary shares, the sale, transfer or other disposition of all or substantially
all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding
Class A Ordinary Shares, or any person or group becoming the beneficial owner of 50% of the voting power represented by our outstanding Class A Ordinary Shares, the holders of the Common Warrants will be entitled to receive upon exercise of the Common Warrants
the kind and amount of securities, cash or other property that the holders would have received had they exercised the Common Warrants
immediately prior to such fundamental transaction. Additionally, as more fully described in the Common Warrant, in the event of certain
fundamental transactions, the holders of the Common Warrants will be entitled to receive consideration in an amount equal to the Black
Scholes value of the Common Warrants on the date of consummation of such transaction.
Governing
Law. The Common Warrants and the Warrant Agency Agreement are governed by New York law.
Our
Memorandum and Articles of Association
Our
shareholders have adopted a third amended and restated memorandum and articles of association (adopted by special resolution dated 14
September 2023), which we refer to below as our memorandum and articles of association. The following are summaries of material provisions
of the memorandum and articles of association and of the Companies Act, insofar as they relate to the material terms of our ordinary
shares.
Objects
of Our Company. Under our memorandum and articles of association, the objects of our company are unrestricted and we have the full
power and authority to carry out any object not prohibited by the laws of the Cayman Islands.
Ordinary
Shares. Our ordinary shares are divided into Class A Ordinary Shares and Class B Ordinary Shares. Holders of our Class A Ordinary
Shares and Class B Ordinary Shares will have the same rights except for voting and conversion rights. Each Class A Ordinary Share shall
entitle the holder thereof to one vote on all matters subject to vote at our general meetings and each Class B Ordinary Share shall entitle
the holder thereof to 10 votes on all matters subject to vote at our general meetings. Our ordinary shares are issued in registered form
and are issued when registered in our register of members. We may not issue shares to bearer. Our shareholders who are non-residents
of the Cayman Islands may freely hold and vote their shares.
Conversion.
Class B Ordinary Shares may be converted into the same number of Class A Ordinary Shares at the option of the holders thereof at
any time, while Class A Ordinary Shares cannot be converted into Class B Ordinary Shares under any circumstances.
Dividends.
The holders of our ordinary shares are entitled to such dividends as may be declared by our board of directors or declared by our
shareholders by ordinary resolution (provided that no dividend may be declared by our shareholders which exceeds the amount recommended
by our directors). Our memorandum and articles of association provide that dividends may be declared and paid out of our profits, realized
or unrealized, or from any reserve set aside from profits which our board of directors determine is no longer needed. Under the laws
of the Cayman Islands, our company may pay a dividend out of either profit or share premium account, provided that in no circumstances
may a dividend be paid if this would result in our company being unable to pay its debts as they fall due in the ordinary course of business.
Voting
Rights. Holders of Class A Ordinary Shares and Class B Ordinary Shares shall, at all times, vote together as one class on all matters
submitted to a vote by the members at any general meeting of the Company. Each Class A Ordinary Share shall be entitled to one vote and
each Class B Ordinary Share shall be entitled to 10 votes on all matters subject to the vote at general meetings of our Company. Voting
at any meeting of shareholders is by show of hands unless a poll (before or on the declaration of the result of the show of hands) is
demanded. A poll may be demanded by the chairperson of such meeting or any one shareholder present in person or by proxy.
An
ordinary resolution to be passed at a meeting by the shareholders requires the affirmative vote of a simple majority of the votes attaching
to the ordinary shares cast at a meeting, while a special resolution requires the affirmative vote of no less than two-thirds of the
votes cast attaching to the outstanding and issued ordinary shares cast at a meeting. A special resolution will be required for important
matters such as a change of name or making changes to our memorandum and articles of association. Our shareholders may, among other things,
divide or combine their shares by ordinary resolution.
General
Meetings of Shareholders. As a Cayman Islands exempted company, we are not obliged by the Companies Act to call shareholders’
annual general meetings. Our memorandum and articles of association provide that we may (but are not obliged to) in each year hold a
general meeting as our annual general meeting in which case we shall specify the meeting as such in the notices calling it, and the annual
general meeting shall be held at such time and place as may be determined by our directors.
Shareholders’
general meetings may be convened by a majority of our board of directors. Advance notice of at least ten days is required for the convening
of our annual general shareholders’ meeting (if any) and any other general meeting of our shareholders. A quorum required for any
general meeting of shareholders consists of at least one shareholder present or by proxy, representing not less than one-third of all
votes attaching to the issued and outstanding shares in our company entitled to vote at the general meeting.
The
Companies Act provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with
any right to put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association.
Our memorandum and articles of association provide that upon the requisition of any one or more of our shareholders who together hold
shares which carry in aggregate not less than one-third of all votes attaching to the issued and outstanding shares of our company entitled
to vote at general meetings, our board will convene an extraordinary general meeting and put the resolutions so requisitioned to a vote
at such meeting. However, our memorandum and articles of association do not provide our shareholders with any right to put any proposals
before annual general meetings or extraordinary general meetings not called by such shareholders.
Transfer
of Ordinary Shares. Subject to the restrictions set out in our memorandum and articles of association as set out below, any of our
shareholders may transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or common form or any other
form approved by our board of directors.
Our
board of directors may, in its absolute discretion, decline to register any transfer of any ordinary share which is not fully paid up
or on which we have a lien. Our board of directors may also decline to register any transfer of any ordinary share unless:
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the
instrument of transfer is lodged with us, accompanied by the certificate for the ordinary shares to which it relates and such other
evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer; |
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the
instrument of transfer is in respect of only one class of ordinary shares; |
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the
instrument of transfer is properly stamped, if required; |
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in
the case of a transfer to joint holders, the number of joint holders to whom the ordinary share is to be transferred does not exceed
four; |
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the
ordinary share transferred is free of any lien in favor of the Company; and |
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a
fee of such maximum sum as the NYSE American may determine to be payable or such lesser sum as our directors may from time to time
require is paid to us in respect thereof. |
If
our directors refuse to register a transfer they shall, within three months after the date on which the instrument of transfer was lodged,
send to each of the transferor and the transferee notice of such refusal.
The
registration of transfers may, after compliance with any notice required of NYSE American, be suspended and the register closed at such
times and for such periods as our board of directors may from time to time determine, provided, however, that the registration of transfers
shall not be suspended nor the register closed for more than 30 days in any year as our board may determine.
Liquidation.
On the winding up of our company, if the assets available for distribution amongst our shareholders shall be more than sufficient to
repay the whole of the share capital at the commencement of the winding up, the surplus shall be distributed amongst our shareholders
in proportion to the par value of the shares held by them at the commencement of the winding up, subject to a deduction from those shares
in respect of which there are monies due, of all monies payable to our company for unpaid calls or otherwise. If our assets available
for distribution are insufficient to repay all of the paid-up capital, the assets will be distributed so that the losses are borne by
our shareholders in proportion to the par value of the shares held by them.
Calls
on Shares and Forfeiture of Shares. Our board of directors may from time to time make calls upon shareholders for any amounts unpaid
on their shares in a notice served to such shareholders at least 14 days prior to the specified time and place of payment. The shares
that have been called upon and remain unpaid are subject to forfeiture.
Redemption,
Repurchase and Surrender of Shares. We may issue shares on terms that such shares are subject to redemption, at our option or at
the option of the holders of these shares, on such terms and in such manner as may be determined by our board of directors or by special
resolution of our shareholders. Our company may also repurchase any of our shares on such terms and in such manner as have been approved
by our board of directors or by an ordinary resolution of our shareholders. Under the Companies Act, the redemption or repurchase of
any share may be paid out of our Company’s profits or out of the proceeds of a new issue of shares made for the purpose of such
redemption or repurchase, or out of capital (including share premium account and capital redemption reserve) if our company can, immediately
following such payment, pay its debts as they fall due in the ordinary course of business. In addition, under the Companies Act no such
share may be redeemed or repurchased (a) unless it is fully paid up, (b) if such redemption or repurchase would result in there being
no shares issued and outstanding or (c) if the Company has commenced liquidation. In addition, our company may accept the surrender of
any fully paid share for no consideration.
Variations
of Rights of Shares. If at any time, our share capital is divided into different classes of shares, the rights attached to any class
may be materially adversely varied with the consent in writing of the holders of at least two-thirds (2/3) of the issued shares of that
class or with the sanction of a resolution passed by not less than two-thirds of the votes cast at a separate meeting of the holders
of the shares of that class. The rights conferred upon the holders of the shares of any class issued shall not, be deemed to be materially
adversely varied by the creation, allotment or issue of further shares ranking pari passu with or subsequent to them or the redemption
or purchase of any shares of any class by the Company. The rights of the holders of shares shall not be deemed to be materially adversely
varied by the creation or issue of shares with preferred or other rights including, without limitation, the creation of shares with enhanced
or weighted voting rights.
Issuance
of Additional Shares. Our memorandum and articles of association authorize our board of directors to issue additional ordinary shares
from time to time as our board of directors shall determine, to the extent out of available authorized but unissued ordinary shares.
Our
memorandum and articles of association also authorize our board of directors to establish from time to time one or more series of preferred
shares and to determine, with respect to any series of preferred shares, the terms and rights of that series, including:
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the
designation of the series; |
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the
number of shares of the series; |
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the
dividend rights, dividend rates, conversion rights, voting rights; and |
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the
rights and terms of redemption and liquidation preferences. |
Our
board of directors may issue preferred shares without action by our shareholders to the extent out of authorized but unissued preferred
shares. Issuance of these shares may dilute the voting power of holders of ordinary shares.
Inspection
of Books and Records. Holders of our ordinary shares will have no general right under Cayman Islands law to inspect or obtain copies
of our list of shareholders or our corporate records. However, we will provide our shareholders with annual audited financial statements.
See “Where You Can Find Additional Information.”
Anti-Takeover
Provisions. Some provisions of our memorandum and articles of association may discourage, delay or prevent a change of control of
our company or management that shareholders may consider favorable, including provisions that:
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authorize
our board of directors to issue preferred shares in one or more series and to designate the price, rights, preferences, privileges
and restrictions of such preferred shares without any further vote or action by our shareholders; and |
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limit
the ability of shareholders to requisition and convene general meetings of shareholders. |
However,
under Cayman Islands law, our directors may only exercise the rights and powers granted to them under our memorandum and articles of
association for a proper purpose and for what they believe in good faith to be in the best interests of our company.
Exempted
Company. We are an exempted company with limited liability under the Companies Act. The Companies Act distinguishes between ordinary
resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside
of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the
same as for an ordinary company except that an exempted company:
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not have to file an annual return of its shareholders with the Registrar of Companies of the Cayman Islands; |
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not required to open its register of members for inspection; |
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not have to hold an annual general meeting; |
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may
obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first
instance); |
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may
register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands; |
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may
register as a limited duration company; and |
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may
register as a segregated portfolio company. |
“Limited
liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the
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).
Differences
in Corporate Law
The
Companies Act is derived, to a large extent, from the older Companies Acts of England but does not follow recent English statutory enactments
and accordingly there are significant differences between the Companies Act and the current Companies Act of England. In addition, the
Companies Act differs from laws applicable to U.S. corporations and their shareholders. Set forth below is a summary of certain significant
differences between the provisions of the Companies Act applicable to us and the laws applicable to companies incorporated in the United
States and their shareholders.
Mergers
and Similar Arrangements. The Companies Act permits mergers and consolidations between Cayman Islands companies and between Cayman
Islands companies and non-Cayman Islands companies. For these purposes, (i) “merger” means the merging of two or more constituent
companies and the vesting of their undertaking, property and liabilities in one of such companies as the surviving company, and (ii)
a “consolidation” means the combination of two or more constituent companies into a consolidated company and the vesting
of the undertaking, property and liabilities of such companies to the consolidated company. In order to effect such a merger or consolidation,
the directors of each constituent company must approve a written plan of merger or consolidation, which must then be authorized by (a)
a special resolution of the shareholders of each constituent company, and (b) such other authorization, if any, as may be specified in
such constituent company’s articles of association. The written plan of merger or consolidation must be filed with the Registrar
of Companies of the Cayman Islands together with a declaration as to the solvency of the consolidated or surviving company, a list of
the assets and liabilities of each constituent company and an undertaking that a copy of the certificate of merger or consolidation will
be given to the members and creditors of each constituent company and that notification of the merger or consolidation will be published
in the Cayman Islands Gazette. Court approval is not required for a merger or consolidation which is effected in compliance with these
statutory procedures.
A
merger between a Cayman parent company and its Cayman subsidiary or subsidiaries does not require authorization by a resolution of shareholders
of that Cayman subsidiary if a copy of the plan of merger is given to every member of that Cayman subsidiary to be merged unless that
member agrees otherwise. For this purpose a company is a “parent” of a subsidiary if it holds issued shares that together
represent at least ninety percent (90%) of the votes at a general meeting of the subsidiary.
The
consent of each holder of a fixed or floating security interest over a constituent company is required unless this requirement is waived
by a court in the Cayman Islands.
Save
in certain limited circumstances, a shareholder of a Cayman constituent company who dissents from the merger or consolidation is entitled
to payment of the fair value of his shares (which, if not agreed between the parties, will be determined by the Cayman Islands court)
upon dissenting to the merger or consolidation, provided that the dissenting shareholder complies strictly with the procedures set out
in the Companies Act. The exercise of dissenter rights will preclude the exercise by the dissenting shareholder of any other rights to
which he or she might otherwise be entitled by virtue of holding shares, save for the right to seek relief on the grounds that the merger
or consolidation is void or unlawful.
Separate
from the statutory provisions relating to mergers and consolidations, the Companies Act also contains statutory provisions that facilitate
the reconstruction and amalgamation of companies by way of schemes of arrangement, provided that the arrangement is approved by a majority
in number of each class of shareholders and creditors with whom the arrangement is to be made, and who must in addition represent three-fourths
in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy
at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned
by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction
ought not to be approved, the court can be expected to approve the arrangement if it determines that:
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statutory provisions as to the required majority vote have been met; |
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the
shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercion
of the minority to promote interests adverse to those of the class; |
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the
arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest;
and |
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arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act. |
The
Companies Act also contains a statutory power of compulsory acquisition which may facilitate the “squeeze out” of dissentient
minority shareholders upon a tender offer. When a tender offer is made and accepted by holders of 90.0% of the shares affected within
four months, the offeror may, within a two-month period commencing on the expiration of such four-month period, require the holders of
the remaining shares to transfer such shares to the offeror on the terms of the offer. An objection can be made to the Grand Court of
the Cayman Islands but this is unlikely to succeed in the case of an offer which has been so approved unless there is evidence of fraud,
bad faith or collusion.
If
an arrangement and reconstruction by way of scheme of arrangement is thus approved and sanctioned, or if a tender offer is made and accepted
in accordance with the foregoing statutory procedures, a dissenting shareholder would have no rights comparable to appraisal rights,
which would otherwise ordinarily be available to dissenting shareholders of Delaware corporations, providing rights to receive payment
in cash for the judicially determined value of the shares.
Shareholders’
Suits. In principle, we will normally be the proper plaintiff to sue for a wrong done to us as a company, and as a general rule a
derivative action may not be brought by a minority shareholder. However, based on English authorities, which would in all likelihood
be of persuasive authority in the Cayman Islands, the Cayman Islands court can be expected to follow and apply the common law principles
(namely the rule in Foss v. Harbottle and the exceptions thereto) so that a non-controlling shareholder may be permitted to commence
a class action against or derivative actions in the name of the company to challenge actions where:
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company acts or proposes to act illegally or ultra vires (and is therefore incapable of ratification by the shareholder); |
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act complained of, although not ultra vires, could only be effected duly if authorized by more than a simple majority vote that has
not been obtained; |
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act purports to abridge or abolish the individual rights of a shareholder; and |
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those
who control the company are perpetrating a “fraud on the minority.” |
In
the case of a company (not being a bank) having its share capital divided into shares, the Grand Court may, on the application of members
holding not less than one fifth of the shares of the company in issue, appoint an inspector to examine the affairs of the company and
to report thereon in such manner as the Grand Court shall direct.
Indemnification
of Directors and Executive Officers and Limitation of Liability. Cayman Islands law does not limit the extent to which a company’s
memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision
may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the
consequences of committing a crime. Our memorandum and articles of association provide that that we shall indemnify our officers and
directors against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such directors
or officer, other than by reason of such person’s dishonesty, willful default or fraud, in or about the conduct of our company’s
business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities
or discretions, including, without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred
by such director or officer in defending (whether successfully or otherwise) any civil proceedings concerning our company or its affairs
in any court whether in the Cayman Islands or elsewhere. This standard of conduct is generally the same as permitted under the Delaware
General Corporation Law for a Delaware corporation.
In
addition, we expect to enter into indemnification agreements with our directors and executive officers that provide such persons with
additional indemnification beyond that provided in our memorandum and articles of association.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling
us under the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.
Directors’
Fiduciary Duties. Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and
its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act
in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director
must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction.
The duty of loyalty requires that a director acts in a manner he reasonably believes to be in the best interests of the corporation.
He must not use his corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that
the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling
shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed
basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption
may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by
a director, the director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.
As
a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company
and therefore it is considered that he owes the following duties to the company — a duty to act bona fide in the best interests
of the company, a duty not to make a profit based on his position as director (unless the company permits him to do so), a duty not to
put himself in a position where the interests of the company conflict with his personal interest or his duty to a third party, and a
duty to exercise powers for the purpose for which such powers were intended. A director of a Cayman Islands company owes to the company
a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his duties a greater
degree of skill than may reasonably be expected from a person of his knowledge and experience. However, English and Commonwealth courts
have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in
the Cayman Islands.
Shareholder
Action by Written Consent. Under the Delaware General Corporation Law, a corporation may eliminate the right of shareholders to act
by written consent by amendment to its certificate of incorporation. Cayman Islands law and our memorandum and articles of association
provide that our shareholders may approve corporate matters by way of a unanimous written resolution signed by or on behalf of each shareholder
who would have been entitled to vote on such matter at a general meeting without a meeting being held.
Shareholder
Proposals. Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting
of shareholders; provided it complies with the notice provisions in the governing documents. A special meeting may be called by the board
of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special
meetings.
The
Companies Act provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with
any right to put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association.
Our memorandum and articles of association allow any one or more of our shareholders holding shares which carry in aggregate not less
than one-third of the total number of votes attaching to all issued and the outstanding shares of our company entitled to vote at general
meetings to requisition an extraordinary general meeting of our shareholders, in which case our board is obliged to convene an extraordinary
general meeting and to put the resolutions so requisitioned to a vote at such meeting. Other than this right to requisition a shareholders’
meeting, our memorandum and articles of association do not provide our shareholders with any other right to put proposals before annual
general meetings or extraordinary general meetings. As a Cayman Islands exempted company, we are not obliged by law to call shareholders’
annual general meetings.
Cumulative
Voting. Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s
certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders
on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single
director, which increases the shareholder’s voting power with respect to electing such director. There are no prohibitions in relation
to cumulative voting under the laws of the Cayman Islands but our memorandum and articles of association do not provide for cumulative
voting. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders of a Delaware corporation.
Removal
of Directors. Under the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only
for cause with the approval of a majority of the issued and outstanding shares entitled to vote, unless the certificate of incorporation
provides otherwise. Under our memorandum and articles of association, directors may be removed with or without cause, by an ordinary
resolution of our shareholders. A director will also cease to be a director if he (i) becomes bankrupt or makes any arrangement or composition
with his creditors; (ii) dies or is found to be or becomes of unsound mind; (iii) resigns his office by notice in writing; (iv) without
special leave of absence from our board, is absent from meetings of our board for three consecutive meetings and our board resolves that
his office be vacated; or (v) is removed from office pursuant to any other provision of our articles of association.
Transactions
with Interested Shareholders. The Delaware General Corporation Law contains a business combination statute applicable to Delaware
corporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its certificate
of incorporation, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three
years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or a group
who or which owns or owned 15% or more of the target’s outstanding voting share within the past three years. This has the effect
of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated
equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder,
the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested
shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with
the target’s board of directors.
Cayman
Islands law has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business
combination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders,
it does provide that such transactions must be entered into bona fide in the best interests of the company and not with the effect of
constituting a fraud on the minority shareholders.
Dissolution;
Winding up. Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution
must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the
board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware
corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated
by either an order of the courts of the Cayman Islands or by the board of directors.
Under
Cayman Islands law, a company may be wound up by either an order of the courts of the Cayman Islands or by a special resolution of its
members or, if the company is unable to pay its debts as they fall due, by an ordinary resolution of its members. The court has authority
to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to
do so.
Variation
of Rights of Shares. Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the
approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under our
memorandum and articles of association, if our share capital is divided into more than one class of shares, the rights attached to any
such class may, subject to any rights or restrictions for the time being attached to any class, only be materially adversely varied with
the consent in writing of the holders of at least two-thirds (2/3) of the issued shares of that class or with the sanction of a special
resolution passed at a separate meeting of the holders of the shares of that class. The rights conferred upon the holders of the shares
of any class issued with preferred or other rights shall not, subject to any rights or restrictions for the time being attached to the
shares of that class, be deemed to be materially adversely varied by the creation, allotment or issue of further shares ranking pari
passu with or subsequent to them or the redemption or purchase of any shares of any class by our company. The rights of the holders
of shares shall not be deemed to be materially adversely varied by the creation or issue of shares with preferred or other rights including,
without limitation, the creation of shares with enhanced or weighted voting rights.
Amendment
of Governing Documents. Under the Delaware General Corporation Law, a corporation’s governing documents may be amended with
the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under
the Companies Act and our memorandum and articles of association, our memorandum and articles of association may only be amended by a
special resolution of our shareholders.
Rights
of Non-resident or Foreign Shareholders. There are no limitations imposed by our memorandum and articles of association on the rights
of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in our
memorandum and articles of association governing the ownership threshold above which shareholder ownership must be disclosed.
Listing
Our
Class A Ordinary Shares are listed on the NYSE American under the symbol “RYDE”. We do not intend to list the Common Warrants
on any securities exchange or other trading market.
Transfer
Agent and Registrar
The
transfer agent and branch registrar for our Shares, which will maintain our branch register located in the United States, will be VStock
Transfer, LLC. Its address is 18 Lafayette Place, Woodmere, NY 11598.
Taxation
The
following summary of the material Cayman Islands, Singapore and U.S. federal income tax consequences of an investment in our securities
is based upon laws and relevant interpretations thereof in effect as of the date of this registration statement, all of which are
subject to change. This summary does not deal with all possible tax consequences relating to an investment in our securities,
such as the tax consequences under U.S. state and local tax laws or under the tax laws of jurisdictions other than the Cayman Islands,
Singapore and the United States. To the extent that the discussion relates to matters of Cayman Islands tax law, it represents the opinion
of Harney Westwood & Riegels Singapore LLP, our Cayman Islands counsel.
Cayman
Islands Taxation
The
Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is
no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the government
of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or, after execution, brought within
the jurisdiction of the Cayman Islands. The Cayman Islands is a party to a double tax treaty entered with the United Kingdom in 2010
but is otherwise not party to any double tax treaties that are applicable to any payments made to or by our company. There are no exchange
control regulations or currency restrictions in the Cayman Islands. Pursuant to Section 6 of the Tax Concessions Act (Revised) of the
Cayman Islands, our Company has obtained an undertaking from the Financial Secretary: (a) that no law which is enacted in the Cayman
Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to our Company or its operations; and (b)
that the aforesaid tax or any tax in the nature of estate duty or inheritance tax shall not be payable on or in respect of the shares,
debentures or other obligations of our Company or by way of withholding in whole or in part of any relevant payment as defined in section
6(3) of the Tax Concessions Act (Revised) of the Cayman Islands. The undertaking for our Company is for a period of 20 years from 28
February 2023.
Payments
of dividends and capital in respect of our Class A Ordinary Shares will not be subject to taxation in the Cayman Islands and no withholding
will be required on the payment of a dividend or capital to any holder of our Class A Ordinary Shares, nor will gains derived from the
disposal of our Class A Ordinary Shares be subject to Cayman Islands income or corporation tax.
No
stamp duty is payable in the Cayman Islands in respect of the issue of our Class A Ordinary Shares or on an instrument of transfer in
respect of our Class A Ordinary Shares, so long as the instrument of transfer is not executed in, brought to, or produced before a court
of in the Cayman Islands.
Certain
Singapore Tax Considerations
Dividend
Distributions
All
Singapore-tax resident companies are currently under the one-tier corporate tax system, or one-tier system.
Under
the one-tier system, the income tax paid by a tax resident company is a final tax and its distributable profits can be distributed to
shareholders as tax exempt (one-tier) dividends. Such dividends are tax exempt in the hands of a shareholder, regardless of the tax residence
status, shareholding level or legal form of the shareholder.
Accordingly,
dividends received in respect of the ordinary shares by either a resident or non-resident of Singapore are not subject to Singapore income
tax (whether by withholding or otherwise), on the basis that we are a tax resident of Singapore and under the one-tier system.
Foreign
shareholders are advised to consult their own tax advisers to take into account the tax laws of their respective countries of residence
and the existence of any agreement for the avoidance of double taxation which their country of residence may have with Singapore.
Corporate
Income Tax
A
Singapore tax resident corporate taxpayer is subject to Singapore income tax on:
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income
accrued in or derived from Singapore; and |
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foreign
sourced income received or deemed received in Singapore, unless otherwise exempted. |
Foreign-sourced
income is deemed to be received in Singapore when it is:
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remitted
to, transmitted or brought into Singapore; |
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used
to pay off any debt incurred in respect of a trade or business carried on in Singapore; or |
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used
to purchase any movable property brought into Singapore. |
Foreign
income in the form of branch profits, dividends and service fee income (“specified foreign income”) received or deemed received
in Singapore by a Singapore tax resident corporate taxpayer are exempted from Singapore tax provided that the following qualifying conditions
are met:
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income is subject to tax of a similar character to income tax (by whatever name called) under the law of the territory from which
such income is received; |
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at
the time such income is received in Singapore by the person resident in Singapore, the highest rate of tax of a similar character
to income tax (by whatever name called) levied under the law of the territory from which such income is received on any gains or
profits from any trade or business carried on by any company in that territory at that time is at least 15.0%; and |
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the
Comptroller of Income Tax (“the Comptroller”) is satisfied that the tax exemption would be beneficial to the person resident
in Singapore who is receiving or deemed to be receiving the specified foreign income. |
A
non-Singapore tax resident corporate taxpayer, subject to certain exceptions, is subject to Singapore income tax on income accrued in
or derived from Singapore, and on foreign income received or deemed received in Singapore.
A
company is regarded as tax resident in Singapore if the control and management of the company’s business is exercised in Singapore.
Control and management is defined as the making of decisions on strategic matters, such as those concerning the company’s policy
and strategy. Generally, the location of the company’s board of directors meetings where strategic decisions are made determines
where the control and management is exercised. However, under certain scenarios, holding board meetings in Singapore may not be sufficient
and other factors will be considered to determine if the control and management of the business is indeed exercised in Singapore.
The
prevailing corporate tax rate in Singapore is 17.0%.
With
effect from year of assessment 2020, the partial tax exemption scheme will be limited to the first S$200,000 (instead of S$300,000 previously)
of the normal chargeable income – 75.0% of the first S$10,000 and 50.0% of the next S$190,000. The remaining chargeable income
that exceeds S$200,000 will be fully taxable at the prevailing corporate tax rate.
Capital
Gains
Any
gains considered to be in the nature of capital made from the sale of the Class A Ordinary Shares will not be taxable in Singapore to
the extent that they do not fall within the ambit of the new Section 10L of the Income Tax Act 1947 of Singapore (“ITA”),
which came into effect on January 1, 2024. However, any gains derived by any person from the sale of the Class A Ordinary Shares
which are gains from any trade, business, profession or vocation carried on by that person, if accruing in or derived from Singapore,
may be taxable as such gains are considered revenue in nature.
Under
Section 10L of the ITA, gains received in Singapore by an entity of a relevant group from the sale or disposal of any movable or immovable
property outside Singapore will be treated as income chargeable to tax under Section 10(1)(g) of the ITA under certain circumstances.
Any registered shares, equity interests or securities will be deemed to be located outside Singapore if the register or principal
register (if there is more than one register) is located outside Singapore regardless of where the issuer is incorporated. If the Common
Warrants are deemed to be foreign assets, gains from their disposal will be subject to tax if an entity of a relevant group (other than
an excluded entity) disposed of the Common Warrants on or after 1 January 2024. If the Class A Ordinary Shares are deemed to be foreign
assets, gains from their disposal will be subject to tax if an entity of a relevant group (other than an excluded entity) disposed of
the Class A Ordinary Shares on or after 1 January 2024. An entity is a member of a group of entities if its assets, liabilities,
income, expenses and cash flows are (a) included in the consolidated financial statements of the parent entity of the group; or (b) excluded
from the consolidated financial statements of the parent entity of the group solely on size or materiality grounds or on the grounds
that the entity is held for sale. A group is a relevant group if (a) the entities of the group are not all incorporated, registered or
established in Singapore; or (b) any entity of the group has a place of business outside Singapore. An excluded entity is defined
in Section 10L of the ITA to include a pure equity-holding company or any other entity with adequate economic substance in Singapore
taking into account factors enumerated in Section 10L.
Investors
are advised to consult their own tax advisors on the applicable tax treatment if they received gains in Singapore from the disposal of
the Class A Ordinary Shares.
Holders
of the Class A Ordinary Shares who apply or who are required to apply Financial Reporting Standard (“FRS”) 39, FRS 109 or
Singapore Financial Reporting Standard (International) 9 (“SFRS(I) 9”) (as the case may be), for Singapore income
tax purposes may be required to recognize gains or losses (not being gains or losses in the nature of capital) on the Class A Ordinary
Shares, irrespective of disposal, in accordance with FRS 39 or FRS 109 or SFRS(I) 9 (as the case may be).
Certain
United States Federal Income Tax Considerations
The
following discussion is a summary of certain U.S. federal income tax considerations generally applicable to the ownership and disposition
of the Class A Ordinary Shares and the Common Warrants by a U.S. Holder (as defined below) that acquires the Class A Ordinary
Shares and the Common Warrants in this offering and holds the Class A Ordinary Shares and the Common Warrants as
“capital assets” (generally, property held for investment) under the Section 1221 of the U.S. Internal Revenue Code of 1986,
as amended (the “Code”). This discussion is based upon existing U.S. federal income tax laws, which is subject to differing
interpretations or change, possibly with retroactive effect. There can be no assurance that the Internal Revenue Service or a court will
not take a contrary position. This discussion, moreover, does not address the U.S. federal estate, gift, Medicare, and alternative minimum
tax considerations, or any state, local and non-U.S. tax considerations, relating to the ownership or disposition of the Class A Ordinary
Shares or the Common Warrants. The following summary does not address all aspects of U.S. federal income taxation that may be
important to particular investors in light of their individual circumstances or to persons in special tax situations such as, banks and
other financial institutions; insurance companies; pension plans; cooperatives; regulated investment companies; real estate investment
trusts; broker-dealers; traders that elect to use a mark-to-market method of accounting; certain former U.S. citizens or long-term residents;
tax-exempt entities (including private foundations); holders who acquire their Class A Ordinary Shares or the Common Warrants
pursuant to any employee share option or otherwise as compensation; investors that will hold their Class A Ordinary Shares or the
Common Warrants as part of a straddle, hedge, conversion, constructive sale or other integrated transaction for U.S. federal income
tax purposes; investors that have a functional currency other than the U.S. dollar; persons holding their Class A Ordinary Shares or
the Common Warrants in connection with a trade or business conducted outside the United States; persons that actually or constructively
own 10% or more of our stock (by vote or value); or partnerships or other entities taxable as partnerships for U.S. federal income tax
purposes, or persons holding the Class A Ordinary Shares or the Common Warrants through such entities, all of whom may be subject
to tax rules that differ significantly from those discussed below.
Each
U.S. Holder is urged to consult its tax advisor regarding the application of U.S. federal taxation to its particular circumstances, and
the state, local, non-U.S. and other tax considerations of the ownership and disposition of the Class A Ordinary Shares and the Common
Warrants.
General
For
purposes of this discussion, a “U.S. Holder” is a beneficial owner of the Class A Ordinary Shares and the Common Warrants
that is, for U.S. federal income tax purposes, (i) an individual who is a citizen or resident of the United States; (ii) a corporation
(or other entity treated as a corporation for U.S. federal income tax purposes) created in or organized under the law of the United States
or any state thereof or the District of Columbia; (iii) an estate the income of which is includible in gross income for U.S. federal
income tax purposes regardless of its source; or (iv) a trust (A) the administration of which is subject to the primary supervision of
a U.S. court and which has one or more U.S. persons who have the authority to control all substantial decisions of the trust or (B) that
has otherwise validly elected to be treated as a U.S. person under the Code.
If
a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of the Class A
Ordinary Shares and the Common Warrants, the tax treatment of a partner in the partnership will generally depend upon the status
of the partner and the activities of the partnership. Partnerships holding the Class A Ordinary Shares and the Common Warrants
and their partners are urged to consult their tax advisors regarding an investment in the Class A Ordinary Shares and the Common Warrants.
A U.S. Holder’s purchase
price for a Unit generally should be allocated between the Class A Ordinary Share and the Common Warrant based on their relative fair
market value. Accordingly, a U.S. Holder’s tax basis in a Class A Ordinary Share generally will be the portion of the Unit’s
purchase price allocated to such Class A Ordinary Share and a U.S. Holder’s tax basis in a Common Warrant generally will be the
portion of the Unit’s purchase price allocated to such Common Warrant.
Exercise or Lapse of Common Warrants
Subject to the PFIC rules
discussed below, and except as discussed below with respect to a cashless exercise of a Common Warrant, a U.S. Holder generally will
not recognize gain or loss upon the acquisition of Class A Ordinary Shares upon the exercise of a Common Warrant. A U.S. Holder’s
tax basis in Class A Ordinary Shares received upon exercise of the Common Warrant generally will be an amount equal to the sum of the
U.S. Holder’s tax basis in the Common Warrant exchanged therefor and the exercise price. The U.S. Holder’s holding period
for Class A Ordinary Shares received upon exercise of the Common Warrant will begin on the date following the date of exercise (or possibly
the date of exercise) of the Common Warrant and will not include the period during which the U.S. Holder held the Common Warrant. If
a Common Warrant is allowed to lapse unexercised, a U.S. Holder generally will recognize a capital loss equal to such holder’s
tax basis in the Common Warrant.
The tax consequences of a
cashless exercise of a Common Warrant are not entirely clear under current law. Subject to the PFIC rules discussed below, a cashless
exercise may be tax-deferred, either because the exercise is not a realization event or because the exercise is treated as a “recapitalization”
for U.S. federal income tax purposes. In either tax-deferred situation, a U.S. Holder’s tax basis in the Class A Ordinary Shares
received generally would equal the U.S. Holder’s basis in the Common Warrants exercised therefor. If the cashless exercise is not
treated as a gain realization event, a U.S. Holder’s holding period in the Class A Ordinary Shares would be treated as commencing
on the date following the date of exercise (or possibly the date of exercise) of the Common Warrants and will not include the period
during which the U.S. Holder held the Common Warrants. If the cashless exercise were treated as a recapitalization, the holding period
of the Class A Ordinary Shares would include the holding period of the Common Warrants exercised therefor.
It is also possible that a
cashless exercise of a Common Warrant could be treated in part as a taxable exchange in which gain or loss would be recognized in the
manner set forth below under “— Sale or Other Disposition.” In such event, a U.S. Holder could be deemed to have surrendered
Common Warrants equal to the number of Class A Ordinary Shares having an aggregate fair market value equal to the exercise price for
the total number of Common Warrants to be exercised. Subject to the PFIC rules discussed below, the U.S. Holder would recognize capital
gain or loss with respect to the Common Warrants deemed surrendered in an amount generally equal to the difference between (i) the fair
market value of the Class A Ordinary Shares that would have been received in a regular exercise of the Common Warrants deemed surrendered,
net of the aggregate exercise price of such Common Warrants and (ii) the U.S. Holder’s tax basis in such Common Warrants. In this
case, a U.S. Holder’s aggregate tax basis in the Class A Ordinary Shares received would equal the sum of (i) U.S. Holder’s
tax basis in the Common Warrants deemed exercised and (ii) the aggregate exercise price of such Common Warrants. A U.S. Holder’s
holding period for the Class A Ordinary Shares received in such case generally would commence on the date following the date of exercise
(or possibly the date of exercise) of the Common Warrants and will not include the period during which the U.S. Holder held the Common
Warrants.
Due to the absence of authority
on the U.S. federal income tax treatment of a cashless exercise of Common Warrants, including when a U.S. Holder’s holding period
would commence with respect to the Class A Ordinary Shares received, there can be no assurance regarding which, if any, of the alternative
tax consequences and holding periods described above would be adopted by the IRS or a court of law. Accordingly, U.S. Holders should
consult their tax advisors regarding the tax consequences of a cashless exercise of Common Warrants.
Possible Constructive Distributions
The terms of each Common Warrant
provide for an adjustment to the number of Class A Ordinary Shares for which the Common Warrant may be exercised or to the exercise price
of the Common Warrant in certain events. An adjustment which has the effect of preventing dilution generally is not taxable. U.S. Holders
of Common Warrant would, however, be treated as receiving a constructive distribution from us if, for example, the adjustment increases
such U.S. Holders’ proportionate interest in our assets or earnings and profits (e.g., through an increase in the number of Class
A Ordinary Shares that would be obtained upon exercise or through a decrease in the exercise price of the Common Warrant), which adjustment
may be made as a result of a distribution of cash or other property to the holders of Class A Ordinary Shares. Such constructive distribution
to a U.S. Holder of Common Warrants would be treated as if such U.S. Holder had received a cash distribution from us generally equal
to the fair market value of such increased interest (taxed generally as described below under “— Dividends”).
Dividends
Subject
to the PFIC rules described below under “— Passive Foreign Investment Company Considerations”, any cash distributions
paid on the Class A Ordinary Shares (including the amount of any Singapore tax withheld) out of our current or accumulated earnings
and profits, as determined under U.S. federal income tax principles, will generally be includible in the gross income of a U.S. Holder
as dividend income on the day actually or constructively received by the U.S. Holder, in the case of Class A Ordinary Shares.
Because we do not intend to determine our earnings and profits on the basis of U.S. federal income tax principles, any distribution we
pay will generally be treated as a “dividend” for U.S. federal income tax purposes. Dividends received on the Class A
Ordinary Shares will not be eligible for the dividends-received deduction allowed to corporations in respect of dividends received
from U.S. corporations.
Individuals
and other non-corporate U.S. Holders will be subject to tax at the lower capital gain tax rate applicable to “qualified dividend
income”; provided that certain conditions are satisfied, including that (1) the Class A Ordinary Shares on which the dividends
are paid are readily tradable on an established securities market in the United States, (2) we are neither a PFIC nor treated as such
with respect to a U.S. Holder (as discussed below) for the taxable year in which the dividend is paid and the preceding taxable year,
and (3) certain holding period and other requirements are met.
For
U.S. foreign tax credit purposes, dividends paid on the Class A Ordinary Shares generally will be treated as income from foreign
sources and generally will constitute passive category income. A U.S. Holder who does not elect to claim a foreign tax credit for foreign
tax withheld may instead claim a deduction for U.S. federal income tax purposes, in respect of such withholding, but only for a year
in which such holder elects to do so for all creditable foreign income taxes. The rules governing the foreign tax credit are very complex.
For example, certain Treasury Regulations promulgated in December 2021 imposed requirements regarding the eligibility of creditable taxes
for U.S. holders and recent notices from the IRS provided temporary relief from such Treasury Regulations, provided certain requirements
are satisfied. U.S. Holders are urged to consult their tax advisors regarding the availability of the foreign tax credit under their
particular circumstances, including the effects of any applicable income tax treaties and any Treasury Regulations or IRS guidance.
Sale
or Other Disposition
A
U.S. Holder will generally recognize gain or loss upon the sale or other disposition of the Class A Ordinary Shares or the Common
Warrants in an amount equal to the difference between the amount realized upon the disposition and the holder’s adjusted tax
basis in such Class A Ordinary Shares or Common Warrants. The gain or loss will generally be capital gain or loss. Any capital
gain or loss will be long term if the Class A Ordinary Shares or the Common Warrants, as applicable, have been held for more than
one year. The deductibility of a capital loss may be subject to limitations. Any such gain or loss that the U.S. Holder recognizes will
generally be treated as U.S. source income or loss for foreign tax credit limitation purposes, which may limit the availability of foreign
tax credits. Each U.S. Holder is advised to consult its tax advisor regarding the tax consequences if a foreign tax is imposed on a disposition
of the Class A Ordinary Shares or the Common Warrants, including the availability of the foreign tax credit under its particular
circumstances and the effects of any applicable income tax treaties and the recent Treasury Regulations and IRS guidance discussed above.
Passive
Foreign Investment Company Considerations
For
United States federal income tax purposes, a non-United States corporation, such as our Company, will be treated as a “passive
foreign investment company,” or “PFIC” if, in the case of any particular taxable year, either (a)75% or more of our
gross income for such year consists of certain types of “passive” income or (b) 50% or more of the value of our assets (generally
determined on the basis of a quarterly average) during such year produce or are held for the production of passive income. Passive income
for this purpose generally includes, among other things, dividends, interest, rents, royalties, gains from commodities and securities
transactions, and gains from assets that produce passive income. Cash is generally a passive asset. Goodwill is active to the extent
attributable to activities that produce or are intended to produce active income. In determining whether a non-U.S. corporation is a
PFIC, a pro rata portion of the income and assets of each corporation in which it owns, directly or indirectly, at least a 25% interest
(by value) is taken into account.
Based
upon our current and expected income and assets (including goodwill), we do not expect to be a PFIC for the current taxable year. However,
while we do not expect to be or become a PFIC, no assurance can be given in this regard because the determination of whether we are or
will become a PFIC for any taxable year is a fact-intensive inquiry made annually that depends, in part, upon the composition and classification
of our income and assets. Fluctuations in the market price of our Class A Ordinary Shares may cause us to be or become a PFIC for the
current or subsequent taxable years because the value of our assets for the purpose of the asset test, including the value of our goodwill
and any unbooked intangibles, may be determined by reference to the market price of our Class A Ordinary Shares (which may be volatile).
The composition of our income and assets may also be affected by how, and how quickly, we use our liquid assets and the cash raised in
our initial price offering. It is also possible that the Internal Revenue Service may challenge our classification of certain income
or assets for purposes of the analysis set forth in subparagraphs (a) and (b), above or the valuation of our goodwill and any unbooked
intangibles, which may result in our company being or becoming a PFIC for the current or future taxable years.
It is not entirely clear how
various aspects of the PFIC rules apply to the Common Warrants. Section 1298(a)(4) of the Code provides that, to the extent provided
in Treasury Regulations, any person who has an option to acquire stock in a PFIC shall be considered to own such stock in the PFIC for
purposes of certain PFIC rules. Proposed Treasury Regulations under Section 1298(a)(4) of the Code have been promulgated with a retroactive
effective date (the “Proposed PFIC Option Regulations”). However, no final Treasury Regulations are currently in effect under
Section 1298(a)(4) of the Code. Each U.S. Holder is urged to consult its tax advisors regarding the possible application of the PFIC
rules (including the Proposed PFIC Option Regulations) to an investment in the Common Warrants.
If
we are classified as a PFIC for any taxable year during which a U.S. Holder holds our Class A Ordinary Shares, and unless the U.S. Holder
makes a mark-to-market election (as described below), the U.S. Holder will generally be subject to special tax rules on (i) any excess
distribution that we make to the U.S. Holder (which generally means any distribution paid during a taxable year to a U.S. Holder that
is greater than 125% of the average annual distributions paid in the three preceding taxable years or, if shorter, the U.S. Holder’s
holding period for the Class A Ordinary Shares), and (ii) any gain realized on the sale or other disposition, including, under
certain circumstances, a pledge, of Class A Ordinary Shares. Under the PFIC rules:
| ● |
such
excess distribution and/or gain will be allocated ratably over the U.S. Holder’s holding period for the Class A Ordinary
Shares; |
| ● |
such
amount allocated to the current taxable year and any taxable years in the U.S. Holder’s holding period prior to the first taxable
year in which we are a PFIC, each a pre-PFIC year, will be taxable as ordinary income; |
| ● |
such
amount allocated to each prior taxable year, other than a pre-PFIC year, will be subject to tax at the highest tax rate in effect
applicable to the U.S. Holder for that year; and |
| ● |
an
interest charge generally applicable to underpayments of tax will be imposed on the tax attributable to each prior taxable year,
other than a pre-PFIC year. |
If
we are a PFIC for any taxable year during which a U.S. Holder holds our Class A Ordinary Shares and we own any equity in a non-United
States entity that is also a PFIC, or a lower-tier PFIC, such U.S. Holder would be treated as owning a proportionate amount (by value)
of the shares of the lower-tier PFIC for purposes of the application of these rules. U.S. Holders are advised to consult their tax advisors
regarding the application of the PFIC rules to any of the entities in which we may own equity.
A
U.S. Holder that holds stock in a non-U.S. corporation during any taxable year in which the corporation is treated as a PFIC is
subject to special tax rules with respect to (a) any gain realized on the sale, exchange or other disposition of the stock and (b)
any “excess distribution” by the corporation to the holder, unless the holder elects to treat the PFIC as a
“qualified electing fund” (“QEF”) or makes a “mark-to-market” election, each as discussed below.
An “excess distribution” is that portion of a distribution with respect to PFIC stock that exceeds 125% of the average
of such distributions over the preceding three-year period or, if shorter, the U.S. Holder’s holding period for its shares.
Excess distributions and gains on the sale, exchange or other disposition of stock of a corporation which was a PFIC at any time
during the U.S. Holder’s holding period are allocated ratably to each day of the U.S. Holder’s holding period. Amounts
allocated to the taxable year in which the disposition occurs and amounts allocated to any period in the shareholder’s holding
period before the first day of the first taxable year that the corporation was a PFIC will be taxed as ordinary income (rather than
capital gain) earned in the taxable year of the disposition. Amounts allocated to each of the other taxable years in the U.S.
Holder’s holding period are not included in gross income for the year of the disposition, but are subject to a tax (equal to
the highest ordinary income tax rates in effect for those years, and increased by an interest charge at the rate applicable to
income tax deficiencies) that is added to the tax otherwise due for the taxable year in which the disposition occurs. The tax
liability for amounts allocated to years before the year of disposition or “excess distribution” cannot be offset by any
net operating losses for such years, and gains (but not losses) realized on the sale of the Class A Ordinary Shares cannot be
treated as capital, even if a U.S. Holder held such Class A Ordinary Shares as capital assets. The preferential U.S. federal
income tax rates for dividends and long-term capital gain of individual U.S. Holders (as well as certain trusts and estates) would
not apply, and special rates would apply for calculating the amount of the foreign tax credit with respect to excess
distributions.
If
a corporation is a PFIC for any taxable year during which a U.S. Holder holds shares in the corporation, then the corporation generally
will continue to be treated as a PFIC with respect to the holder’s shares, even if the corporation no longer satisfies either the
passive income or passive asset tests described above, unless the U.S. Holder terminates this deemed PFIC status by electing to recognize
gain, which will be taxed under the excess distribution rules as if such shares had been sold on the last day of the last taxable year
for which the corporation was a PFIC.
The
excess distribution rules may be avoided if a U.S. Holder makes a QEF election effective beginning with the first taxable year in the
holder’s holding period in which the corporation is a PFIC. A U.S. Holder that makes a QEF election is required to include in income
its pro rata share of the PFIC’s ordinary earnings and net capital gain as ordinary income and long-term capital gain, respectively,
subject to a separate election to defer payment of taxes, which deferral is subject to an interest charge. A U.S. Holder whose QEF election
is effective after the first taxable year during the holder’s holding period in which the corporation is a PFIC will continue to
be subject to the excess distribution rules for years beginning with such first taxable year for which the QEF election is effective.
In
general, a U.S. Holder makes a QEF election by attaching a completed IRS Form 8621 to a timely filed (taking into account any extensions)
U.S. federal income tax return for the year beginning with which the QEF election is to be effective. In certain circumstances, a U.S.
Holder may be able to make a retroactive QEF election. A QEF election can be revoked only with the consent of the IRS. In order for a
U.S. Holder to make a valid QEF election, the corporation must annually provide or make available to the holder certain information.
We do not intend to provide to U.S. Holders the information required to make a valid QEF election and we currently make no undertaking
to provide such information. Accordingly, it is currently anticipated that a U.S. Holder will not be able to avoid the special tax rules
described above by making the QEF election. In addition, a U.S. Holder of our Common Warrants may not make a QEF election regarding
our Common Warrants.
As
an alternative to making a QEF election, except with respect to the Common Warrants, a U.S. Holder may make a “mark-to-market”
election with respect to its PFIC shares if the shares meet certain minimum trading requirements. If a U.S. Holder makes a valid mark-to-market
election for the first tax year in which such holder holds (or is deemed to hold) stock in a corporation and for which such corporation
is determined to be a PFIC, such holder generally will not be subject to the PFIC rules described above in respect of its stock. Instead,
a U.S. Holder that makes a mark-to-market election will be required to include in income each year an amount equal to the excess, if
any, of the fair market value of the shares that the holder owns as of the close of the taxable year over the holder’s adjusted
tax basis in the shares. The U.S. Holder will be entitled to a deduction for the excess, if any, of the holder’s adjusted tax basis
in the shares over the fair market value of the shares as of the close of the taxable year; provided, however, that the deduction will
be limited to the extent of any net mark-to-market gains with respect to the shares included by the U.S. Holder under the election for
prior taxable years. The U.S. Holder’s basis in the shares will be adjusted to reflect the amounts included or deducted pursuant
to the election. Amounts included in income pursuant to a mark-to-market election, as well as gain on the sale, exchange or other taxable
disposition of the shares, will be treated as ordinary income. The deductible portion of any mark-to-market loss, as well as loss on
a sale, exchange or other disposition of shares to the extent that the amount of such loss does not exceed net mark-to-market gains previously
included in income, will be treated as ordinary loss.
The
mark-to-market election applies to the taxable year for which the election is made and all subsequent taxable years, unless the shares
cease to meet applicable trading requirements (described below) or the IRS consents to its revocation. The excess distribution rules
generally do not apply to a U.S. Holder for tax years for which a mark-to-market election is in effect. However, if a U.S. Holder makes
a mark-to-market election for PFIC stock after the beginning of the holder’s holding period for the stock, a coordination rule
applies to ensure that the holder does not avoid the tax and interest charge with respect to amounts attributable to periods before the
election.
A
mark-to-market election is available only if the shares are considered “marketable” for these purposes. Shares will be marketable
if they are regularly traded on a national securities exchange that is registered with the SEC or on a non-U.S. exchange or market that
the IRS determines has rules sufficient to ensure that the market price represents a legitimate and sound fair market value. For these
purposes, shares will be considered regularly traded during any calendar year during which they are traded, other than in de minimis
quantities, on at least 15 days during each calendar quarter. Any trades that have as their principal purpose meeting this requirement
will be disregarded. In addition, a mark-to-market election may not be made with respect to the Common Warrants. Each U.S. Holder
should ask its own tax advisor whether a mark-to-market election is available or desirable.
A
U.S. Holder of PFIC stock must generally file an IRS Form 8621 annually. A U.S. Holder must also provide such other information as may
be required by the U.S. Treasury Department if the U.S. Holder (i) receives certain direct or indirect distributions from a PFIC, (ii)
recognizes gain on a direct or indirect disposition of PFIC stock, or (iii) makes certain elections (including a QEF election or a mark-to-market
election) reportable on IRS Form 8621.
U.S.
Holders are urged to consult their tax advisors as to our status as a PFIC, and, if we are treated as a PFIC, as to the effect on them
of, and the reporting requirements with respect to, the PFIC rules and the desirability of making, and the availability of, either a
QEF election or a mark-to-market election with respect to our Class A Ordinary Shares and Common Warrants. We provide no advice
on taxation matters.
Information
with Respect to Foreign Financial Assets
In
addition, certain U.S. Holders may be subject to certain reporting obligations with respect to the Class A Ordinary Shares and the
Common Warrants if the aggregate value of these and certain other “specified foreign financial assets” exceeds $50,000.
If required, this disclosure is made by filing Form 8938 with the IRS. Significant penalties can apply if U.S. Holders are required to
make this disclosure and fail to do so. In addition, a U.S. Holder should consider the possible obligation for online filing of a FinCEN
Report 114—Foreign Bank and Financial Accounts Report as a result of holding the Class A Ordinary Shares and the Common Warrants.
U.S. Holders are thus encouraged to consult their U.S. tax advisors with respect to these and other reporting requirements that may
apply to their acquisition of the Class A Ordinary Shares and the Common Warrants.
Information
Reporting and Backup Withholding
In
general, information reporting requirements will apply to distributions made on our Class A Ordinary Shares and Common Warrants
within the U.S. to a non-corporate U.S. Holder and to the proceeds from the sale, exchange, redemption or other disposition of our
Class A Ordinary Shares and Common Warrants by a non-corporate U.S. Holder to or through a U.S. office of a broker. Payments made
(and sales or other dispositions effected at an office) outside the U.S. will be subject to information reporting in limited circumstances.
In
addition, backup withholding of U.S. federal income tax may apply to such amounts if the U.S. Holder fails to provide an accurate taxpayer
identification number (or otherwise establishes, in the manner provided by law, an exemption from backup withholding) or to report dividends
required to be shown on the U.S. Holder’s U.S. federal income tax returns.
Backup
withholding is not an additional income tax, and the amount of any backup withholding from a payment to a U.S. Holder will be allowed
as credit against the U.S. Holder’s U.S. federal income tax liability provided that the appropriate returns are filed.
You
should consult your own tax advisor as to the qualifications for exemption from backup withholding and the procedures for obtaining the
exemption.
Expenses
Related To This Offering
Set
forth below is an itemization of the total expenses, excluding placement agent fees, which are expected to be incurred in connection
with the offer and sale of the Units by us. With the exception of the SEC registration fee, the NYSE American listing fee and
the Financial Industry Regulatory Authority (“FINRA”) filing fee, all amounts are estimates.
| SEC registration fee | |
US$ | 7,380 | |
| FINRA filing fee | |
US$ | 8,000 | |
| Legal fees and expenses | |
US$ | 170,000 | |
| Accounting fees and expenses | |
US$ | 15,000 | |
| Miscellaneous | |
US$ | 10,000 | |
| Total | |
US$ | 210,380 | |
Legal
Matters
The
validity of the securities offered by this prospectus and other legal matters concerning this offering relating to Cayman Islands law
will be passed upon for us by Harney Westwood & Riegels Singapore LLP. Certain legal matters relating to U.S. law will be passed
upon for us by Sidley Austin LLP. Ellenoff Grossman & Schole LLP, New York, New York, will pass upon certain legal matters in
connection with the offering for the placement agent.
Experts
The
financial statements as of December 31, 2022 and 2023 and for the three years ended December 31, 2021, 2022 and 2023, and the related
financial statement schedule incorporated by reference in this prospectus have been audited by Kreit & Chiu CPA LLP, an independent
registered public accounting firm, as stated in their report (which report expresses an unqualified opinion on the financial statements
and includes an explanatory paragraph referring to the translation of SGD amounts to United States dollar amounts). Such financial statements
and financial statement schedule are incorporated by reference in reliance upon the report of such firm given upon their authority as
experts in accounting and auditing.
The
office of Kreit & Chiu CPA LLP is located at 733 Third Avenue, Floor 16, #1014, New York, NY 10017, the United States.
Where
You Can Find Additional Information
We
have filed a registration statement, including relevant exhibits and schedules, with the SEC on Form F-1 under the Securities Act with
respect to the underlying securities to be sold in this offering. This prospectus, which constitutes a part of the registration
statement on Form F-1, does not contain all of the information contained in the registration statement. You should read our registration
statements and their exhibits and schedules for further information with respect to us and our securities.
All
information filed with the SEC can be obtained over the internet at the SEC’s website at www.sec.gov or inspected and copied at
the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of documents,
upon payment of a duplicating fee, by writing to the SEC.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
SEC allows us to incorporate by reference the information we file with it, which means that we can disclose important information to
you by referring you to another document that we have filed separately with the SEC. You should read the information incorporated by
reference because it is an important part of this prospectus. We incorporate by reference the following information or documents that
we have filed with the SEC:
All
annual reports on Form 20-F and any amendment thereto and any report on Form 6-K (or portion thereof) that expressly indicates it is
being incorporated by reference in this prospectus, in each case, that we file with or furnish to the SEC prior to the termination or
completion of the offering under this prospectus (including all such reports or documents we may file with or furnish to the SEC on or
after the date on which the registration statement of which this prospectus is a part is first filed with the SEC and prior to the effectiveness
of the registration statement), will also be incorporated by reference into this prospectus and deemed to be part of this prospectus
from the date of the filing or furnishing of such reports and documents. Unless expressly incorporated by reference, nothing in this
prospectus shall be deemed to incorporate by reference information furnished to, but not filed with, the SEC.
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