Filed Pursuant to Rule 424(b)(3)
Registration No. 333-282076
PROSPECTUS SUPPLEMENT NO. 1
(TO PROSPECTUS DATED September 27, 2024)
Ryde Group Ltd
This is a supplement (“Prospectus Supplement”) to the prospectus, dated September 27, 2024 (“Prospectus”) of Ryde Group Ltd (the “Company”), which forms a part of the Company’s Registration Statements on Form F-1 (Registration No. 333-282076), as amended or supplemented from time to time.
On October 23, 2022, the Company furnished a Report on Form 6-K (the “Form 6-K”) to the U.S. Securities and Exchange Commission (the “Commission”) as set forth below.
This Prospectus Supplement should be read in conjunction with, and delivered with, the Prospectus and is qualified by reference to the Prospectus except to the extent that the information in this Prospectus Supplement supersedes the information contained in the Prospectus. This Prospectus Supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, including any amendments or supplements to it.
Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 8 of the Prospectus for a discussion of information that should be considered in connection with an investment in our securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is October 23, 2024.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2024
Commission File Number: 001-41950
Duo Tower, 3 Fraser Street, #08-21
Singapore 189352
+65-9665-3216
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Information contained in this Report on Form 6-K
Ryde Group Ltd (the “Company”) is hereby furnishing this report on Form 6-K (the “Report”) to provide the unaudited interim condensed consolidated financial statements of the Company for the six months ended June 30, 2023 and 2024, included as Exhibit 99.1 of this Report, the management’s discussion and analysis of financial condition and results of operations for the six months ended June 30, 2023 and 2024, included as Exhibit 99.2 of this Report, and a press release dated October 23, 2024 announcing corporate updates and the financial results for the six months ended June 30, 2024 of the Company, included as Exhibit 99.3 of this Report.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Unaudited Interim Consolidated Financial Statements for the Six Months ended June 30, 2023 and 2024 | |
| 99.2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Six Months Ended June 30, 2023 and 2024 | |
| 99.3 | Press Release – Ryde Reports First Half 2024 Results | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Ryde Group Ltd | ||
| Date: October 23, 2024 | By: | /s/ Zou Junming Terence |
| Name: | Zou Junming Terence | |
| Title: | Chairman of the Board of Directors and Chief Executive Officer | |
Exhibit 99.1
RYDE GROUP LTD
INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| F-1 |
RYDE GROUP LTD
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
December 31, 2023 |
June 30, 2024 |
June 30, 2024 |
||||||||||
| S$’000 | S$’000 | US$’000 | ||||||||||
| ASSETS | ||||||||||||
| Current assets | ||||||||||||
| Cash and cash equivalents | ||||||||||||
| Accounts receivable, net | ||||||||||||
| Deposits, prepaid expenses and other current assets | ||||||||||||
| Deferred initial public offering (“IPO”) costs | ||||||||||||
| Total current assets | ||||||||||||
| Non-current assets | ||||||||||||
| Property and equipment, net | ||||||||||||
| Intangible assets, net | ||||||||||||
| Goodwill, net | ||||||||||||
| Total non-current assets | ||||||||||||
| TOTAL ASSETS | ||||||||||||
| LIABILITIES | ||||||||||||
| Current liabilities | ||||||||||||
| Accounts payable | ||||||||||||
| Accrued expenses and other current liabilities | ||||||||||||
| Convertible loans | ||||||||||||
| Note from a shareholder | ||||||||||||
| Operating lease obligations | ||||||||||||
| Total current liabilities | ||||||||||||
| Non-current liabilities | ||||||||||||
| Deferred tax liabilities | ||||||||||||
| Total non-current liabilities | ||||||||||||
| TOTAL LIABILITIES | ||||||||||||
| SHAREHOLDERS’ EQUITY | ||||||||||||
| Ordinary shares, US$ of nominal or par value, Class A Ordinary Shares and Class B Ordinary Shares authorized, Class A Ordinary Shares as of June 30, 2024 (2023: ) and Class B Ordinary Shares issued and outstanding for both periods | ||||||||||||
| Additional paid-in capital | ||||||||||||
| Accumulated deficit | ( |
) | ( |
) | ( |
) | ||||||
| Foreign currency translation reserve | ( |
) | ( |
) | ( |
) | ||||||
| (Deficit)/Equity attributable to owners of the Company | ( |
) | ||||||||||
| Non-controlling interests | ( |
) | ( |
) | ( |
) | ||||||
| Total shareholders’ (deficit)/equity | ( |
) | ||||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
| F-2 |
RYDE GROUP LTD
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
| For the six months ended June 30, | ||||||||||||
| 2023 | 2024 | 2024 | ||||||||||
| S$’000 | S$’000 | US$’000 | ||||||||||
| Revenue | ||||||||||||
| Other income | ||||||||||||
| Drivers and riders cost and related expenses | ( |
) | ( |
) | ( |
) | ||||||
| Employee benefits expenses | ( |
) | ( |
) | ( |
) | ||||||
| Depreciation and amortization expenses | ( |
) | ( |
) | ( |
) | ||||||
| Finance costs | ( |
) | ( |
) | ( |
) | ||||||
| Other expenses | ( |
) | ( |
) | ( |
) | ||||||
| Operational loss | ( |
) | ( |
) | ( |
) | ||||||
| Impairment of goodwill | ( |
) | ||||||||||
| Share-based compensation | ( |
) | ( |
) | ||||||||
| Loss before income taxes | ( |
) | ( |
) | ( |
) | ||||||
| Income tax expense | ||||||||||||
| Net loss | ( |
) | ( |
) | ( |
) | ||||||
| Less: Net loss attributable to non-controlling interest | ( |
) | ( |
) | ( |
) | ||||||
| Net loss attributable to Ryde Group Ltd | ( |
) | ( |
) | ( |
) | ||||||
| Net loss | ( |
) | ( |
) | ( |
) | ||||||
| Other comprehensive loss | ||||||||||||
| Foreign currency translation adjustment | ||||||||||||
| Total other comprehensive loss | ( |
) | ( |
) | ( |
) | ||||||
| Less: Comprehensive loss attributable to non-controlling interest | ( |
) | ( |
) | ( |
) | ||||||
| Comprehensive loss attributable to Ryde Group Ltd | ( |
) | ( |
) | ( |
) | ||||||
| Net loss per share attributable to ordinary shareholders | ||||||||||||
| Basic and diluted | ) | ) | ) | |||||||||
|
Weighted average number of ordinary shares used in computing net loss per share |
||||||||||||
| Basic and diluted (‘000) | ||||||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
| F-3 |
RYDE GROUP LTD
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
| Ordinary Shares | ||||||||||||||||||||||||||||||||||||
| Class A Shares Outstanding | Class B Shares Outstanding | Par value | Additional paid-in capital | Accumulated deficit | Foreign currency translation reserve | Deficit attributable to owners of the Company | Non- controlling interests | Total equity | ||||||||||||||||||||||||||||
| ‘000 | ‘000 | S$’000 | S$’000 | S$’000 | S$’000 | S$’000 | S$’000 | S$’000 | ||||||||||||||||||||||||||||
| For the six months ended June 30, 2023 | ||||||||||||||||||||||||||||||||||||
| Balance as of January 1, 2023 | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||
| Net loss | - | - | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||
| Balance as of June 30, 2023 | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||
| For the six months ended June 30, 2024 | ||||||||||||||||||||||||||||||||||||
| Balance as of January 1, 2024 | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||
| Net loss | - | - | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||
| Conversion of convertible loan from third parties | * | |||||||||||||||||||||||||||||||||||
| Share-based compensation | ||||||||||||||||||||||||||||||||||||
| Issuance of new Class A Shares | ||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2024 | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
| US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | ||||||||||||||||||||||||||||||
| Balance as of June 30, 2024 | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
| * |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
| F-4 |
RYDE GROUP LTD
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the six months ended June 30, | ||||||||||||
| 2023 | 2024 | 2024 | ||||||||||
| S$’000 | S$’000 | US$’000 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||||
| Net loss | ( |
) | ( |
) | ( |
) | ||||||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||||||
| Amortization | ||||||||||||
| Depreciation | ||||||||||||
| Amortization of debt issuance cost | ||||||||||||
| Interest expense | ||||||||||||
| Impairment of goodwill | ||||||||||||
| Share-based compensation | ||||||||||||
| Net effect of exchange rates changes | ||||||||||||
| Changes in assets and liabilities: | ||||||||||||
| Accounts receivable, net | ( |
) | ( |
) | ||||||||
| Deposits, prepaid expenses and other current assets | ( |
) | ( |
) | ( |
) | ||||||
| Accounts payable | ( |
) | ( |
) | ||||||||
| Accrued expenses and other current liabilities | ( |
) | ( |
) | ( |
) | ||||||
| Operating lease obligations | ( |
) | ( |
) | ||||||||
| Net cash used in operating activities | ( |
) | ( |
) | ( |
) | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||||||
| Purchase of plant and equipment | ( |
) | ||||||||||
| Additions in intangible assets | ( |
) | ( |
) | ( |
) | ||||||
| Cash acquired from acquisition of subsidiaries | ||||||||||||
| Net cash used in investing activities | ( |
) | ( |
) | ( |
) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||||||
| Issuance of new Class A Shares | ||||||||||||
| Proceeds from note from a shareholder | ||||||||||||
| Repayments of note from a shareholder | ( |
) | ( |
) | ||||||||
| Repayments of convertible loans | ( |
) | ( |
) | ||||||||
| Net cash provided by financial activities | ||||||||||||
| Net change in cash and cash equivalents | ( |
) | ||||||||||
| Cash and cash equivalents at beginning of year | ||||||||||||
| Cash and cash equivalents at end of period | ||||||||||||
| SUPPLEMENTAL CASH FLOW INFORMATION | ||||||||||||
| Cash paid for interest | ||||||||||||
| Cash paid for income tax | ||||||||||||
| Non-cash investing activities: | ||||||||||||
| Non-cash transactions from acquisition of subsidiaries | ||||||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
| F-5 |
RYDE GROUP LTD
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 1 | Organization and business overview |
Ryde Group Ltd (the “Company”) is an investment holding company incorporated on February 21, 2023 under the laws of the Cayman Islands. The Company has no substantial operations other than holding all of the outstanding share capital of Ryde Group (BVI) Ltd (“Ryde BVI”) incorporated under the laws of the British Virgin Islands (“BVI) on February 22, 2023. Ryde BVI has no substantial operations other than holding all of the equity interest of Ryde Technologies Pte. Ltd., a Singapore company incorporated on September 2, 2014.
The Company through its subsidiaries provide mobility and quick commerce solutions to its consumers. Ryde is a technology-driven platform that offers reliable, affordable, and sustainable mobility and quick commerce solutions to our consumers. The Company’s core business is divided into two categories: (i) mobility, which involves providing flexible and scheduled carpooling and ride-hailing services, matching riders with our network of driver partners; and (ii) quick commerce, which involves on-demand, scheduled, and multi-stop parcel delivery services. Our technology-enabled platform enables us to provide efficient, personalized, and cashless payment services, ensuring a seamless user experience for both riders and partners. Ultimately, Ryde is dedicated to providing sustainable, affordable, and convenient mobility and delivery solutions to our consumers.
Ryde Group Ltd, and its subsidiaries are collectively referred to as the “Group” or “Ryde”.
The Company is headquartered in Singapore.
On
May 5, 2023, the Company completed an internal reorganization of Ryde Technologies Pte. Ltd. whereby certain then existing shareholders,
who collectively owned
The condensed consolidated interim financial statements of the Company include the following entities:
| Name | Date of incorporation |
Percentage of direct or indirect interests |
Place of incorporation | Principal activities | ||||
| Ryde Group (BVI) Limited | ||||||||
| RGT (BVI) | ||||||||
| RCS (BVI) Ltd | ||||||||
| Ryde Technologies Pte. Ltd. | ||||||||
| Meili Technologies Pte. Ltd. | ||||||||
| Meili Technologies Malaysia Sdn. Bhd. |
The major rights, preferences and privileges of the Class A and Class B Ordinary Shares are as follows:
Conversion rights
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.
| F-6 |
RYDE GROUP LTD
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 1 | Organization and business overview (continued) |
Dividend rights
The holders of Class A and Class B 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).
dividends on ordinary shares have been declared for the period/year ended June 30, 2024 and December 31, 2023.
Liquidation preferences
In the event of any liquidation, dissolution, or winding up of the Company, either voluntarily or involuntarily, the holders of Class A and Class B ordinary shares are entitled to any distribution of any assets or funds in proportion to the par value of the shares held by them.
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.
| 2 | Summary of significant accounting policies |
Basis of presentation
The accompanying condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).
Consolidation
The accompanying condensed consolidated interim financial statements include the accounts of the Company and its subsidiaries. Significant inter-company balances, investment and capital, if any, have been eliminated upon consolidation.
Liquidity
In assessing the Company’s liquidity, the Company monitors and evaluates its cash and cash equivalent and its operating and capital expenditure commitments. The Company’s liquidity needs are to meet its working capital requirements, operating expenses and capital expenditure obligations.
Cash
flow from operations and capital contributions and loans from shareholders have been utilized to finance the working capital requirements
of the Company. As of June 30, 2024, the Company has negative cash flow from operating activities of S$
On
September 26, 2024, the Company completed its follow-on public offering. In this offering, the Company issued units, each consisting
of one Class A Ordinary Share and one warrant to purchase a Class A Ordinary Share at a price of US$ per unit. The Company received
gross proceeds in the amount of US$
To sustain its ability to support the Company’s operating activities, the Company considered supplementing its sources of funding through the following:
| ● | cash and cash equivalents generated from operations; | |
| ● | other available sources of financing from Singapore banks and other financial institutions; | |
| ● | financial support from the Company’s related parties and shareholders; | |
| ● | issuance of additional convertible notes; and | |
| ● | obtaining funds through a future raise debt and equity. |
Management has commenced a strategy to raise debt and equity. However, there can be no certainty that these additional financings will be available on acceptable terms or at all. If management is unable to execute this plan, there would likely be a material adverse effect on the Company’s business.
Based on the above considerations, management believes that the Company has sufficient funds to meet its operating and capital expenditure needs and obligations in the next 12 months. However, there is no assurance that the Company will be successful in implementing the foregoing plans or additional financing will be available to the Company on commercially reasonable terms. There are a number of factors that could potentially arise that could undermine the Company’s plans such as (i) changes in the demand for the Company’s services, (ii) government policies, and (iv) economic conditions in Singapore and worldwide. The Company’s inability to secure needed financing when required may require material changes to the Company’s business plan and could have a material impact on the Company’s financial conditions and result of operations.
| F-7 |
RYDE GROUP LTD
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2 | Summary of significant accounting policies (continued) |
Foreign currency translation and transaction
The accompanying consolidated financial statements are presented in the Singapore Dollars (“SGD” or “S$”), which is the reporting currency of the Company. The functional currency of the Company and its subsidiaries in the British Virgin Islands is United States Dollars (“USD” or “US$”). All information presented in S$ have been rounded to the nearest thousand, unless otherwise stated.
Convenience translation
Translations
of balances in the unaudited interim condensed consolidated balance sheets, unaudited interim condensed consolidated statements
of operations and comprehensive loss, unaudited interim condensed consolidated statements of changes in shareholders’ equity
and unaudited interim condensed consolidated statements of cash flows from SGD into USD as of June 30, 2024 are solely for the
convenience of the readers and are calculated at the rate of
Cash and cash equivalents
Cash and cash equivalents represent cash in bank and are unrestricted as to withdrawal or use.
Accounts receivable,net
Accounts receivable mainly represent amounts due from clients that meet the revenue recognition criteria. These accounts receivable are recorded net of any allowance for doubtful accounts. Management reviews its receivables on a regular basis to determine whether the allowance for doubtful accounts is adequate and provides an allowance when necessary. The allowance is based on management’s best estimates of specific losses on individual customer exposures, as well as the historical trends of collections. Account balances are charged off against the allowance after all means of collection have been exhausted and the likelihood of collection is not probable.
Deposits, prepaid expenses and other current assets
Deposits, prepaid expenses and other current assets are classified as either current or non-current based on the terms of the respective agreements. These advances are unsecured and are reviewed periodically to determine whether their carrying value has become impaired. As of June 30, 2024 and December 31, 2023, management believes that the Company’s deposits, prepaid expenses and other current assets are not impaired.
| F-8 |
RYDE GROUP LTD
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2 | Summary of significant accounting policies (continued) |
Use of estimates
The preparation of condensed consolidated interim financial statements in conformity with US GAAP requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Significant accounting estimates reflected in the Company’s consolidated financial statements include, but are not limited to, impairment of long-lived assets, and allowance for credit losses on receivables, and provision for expired credit. Actual results may differ from these estimates.
Provision for expired credit
Provision for expired credit represent all expired credits that are not redeemed by consumers. A provision for expired credit is recognized when the credit expires, if the amount of the obligation can be estimated reliably. The provision is recognized as a reduction of expense in the consolidated income statement, and as an asset on the consolidated balance sheet. The amount of the provision for expired credit is estimated based on historical experience and the expected rate of redemption. The estimate is reviewed regularly and adjusted if necessary, based on actual experience.
Property and equipment, net
Property and equipment are stated at cost less accumulated depreciation and impairment if applicable. The Company computes depreciation using the straight-line method over the estimated useful lives of the assets as follows:
| Computer | ||
| Office equipment | ||
| Renovations | ||
| Operating lease right-of-use assets |
The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the consolidated statement of income. Expenditures for maintenance and repairs are charged to expense as incurred, while additions renewals and betterments, which are expected to extend the useful life of assets, are capitalized. The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives.
Intangible assets, net
Developed technology
Research
costs are expensed as incurred. An intangible asset arising from development expenditure on an individual project is recognized only
when the Company can demonstrate the technical feasibility of completing the intangible asset so that it will be available for use or
sale, its intention to complete and its ability to use or sell the assets, how that asset will generate future economic benefits, the
availability of resources to complete and the ability to measure reliably the expenditure during the development. Developed technology have finite useful life and are amortized over a period of expected sales from the related project of
Business combinations
We account for our business combinations using the acquisition method of accounting, which requires, among other things, allocation of the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed at their estimated fair values on the acquisition date. The excess of the fair value of purchase consideration over the values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair value of assets acquired and liabilities assumed, we make significant estimates and assumptions, especially with respect to intangible assets. Our estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, we may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill if new information is obtained related to facts and circumstances that existed as of the acquisition date. After the measurement period, any subsequent adjustments are reflected on the consolidated statements of operations. Acquisition costs, such as legal and consulting fees, are expensed as incurred.
Goodwill
Goodwill
is measured at cost less accumulated impairment losses. Goodwill is not subject to amortization, but is tested for impairment on an annual
basis during the fourth quarter or whenever events or changes in circumstances indicate the carrying value of the reporting unit may
be in excess of its fair value. As part of the annual goodwill impairment test, the Company first performs a qualitative assessment to
determine whether further impairment testing is necessary. If, as a result of its qualitative assessment, it is more-likely-than-not
that the fair value of the Company’s reporting unit is less than its carrying amount, the quantitative impairment test will be
required. Alternatively, the Company may bypass the qualitative assessment and perform a quantitative impairment test. An impairment
loss of goodwill amounted to S$
| F-9 |
RYDE GROUP LTD
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2 | Summary of significant accounting policies (continued) |
Impairment of long-lived assets
The Company evaluates the recoverability of its long-lived assets (asset groups), including property and equipment and operating lease right-of-use assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of its asset (asset group) may not be fully recoverable. When these events occur, the Company measures impairment by comparing the carrying amount of the assets to the estimated undiscounted future cash flows expected to result from the use of the asset (asset group) and their eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amount of the asset (asset group), the Company recognizes an impairment loss based on the excess of the carrying amount of the asset (asset group) over their fair value. Fair value is generally determined by discounting the cash flows expected to be generated by the asset (asset group), when the market prices are not readily available. The adjusted carrying amount of the asset is the new cost basis and is depreciated over the asset’s remaining useful life. Long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities.
Operating lease right-of-use assets
The Company determines if an arrangement is a lease at inception. Operating leases are included in property and equipment, and operating lease liability in the Company’s unaudited interim condensed consolidated balance sheets. Operating lease right-of-use (“ROU”) assets are included in the property and equipment. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. When determining the lease term, the Company includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option, if any. As the Company’s leases do not provide an implicit rate, the Company used an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company has elected to adopt the following lease policies in conjunction with the adoption of ASU 2016-02: (i) for leases that have lease terms of 12 months or less and does not include a purchase option that is reasonably certain to exercise, the Company elected not to apply ASC 842 recognition requirements; and (ii) the Company elected to apply the package of practical expedients for existing arrangements entered into prior to January 1, 2019 to not reassess (a) whether an arrangement is or contains a lease, (b) the lease classification applied to existing leases, and (c) initial direct costs.
Fair value measurements
ASC 820 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in pricing the asset or liability. ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:
| Level 1 - | observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. | |
| Level 2 - | other inputs that are directly or indirectly observable in the marketplace. | |
| Level 3 - | unobservable inputs which are supported by little or no market activity. |
The carrying amounts of cash and cash equivalents, accounts receivable, net, deposits prepaid and other current assets, accounts payable, accrued expenses, other current liabilities, convertible loans, and note from a shareholder approximate their fair values because of their generally short maturities.
| F-10 |
RYDE GROUP LTD
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2 | Summary of significant accounting policies (continued) |
Revenue recognition
Mobility and quick commerce arrangement
The Company recognizes revenue for its ride-hailing and quick commerce marketplace in accordance with ASC 606. The Company generates revenue from commissions and service fees (collectively, “fees”) paid by driver partners and consumers for use of the Ryde platform to connect driver partners with consumers to facilitate and successfully complete transaction via the Application (“App”) where the Company operates as an agent. The Company recognizes revenue upon completion of each transaction. Driver partners and consumers enter into terms of service (“ToS”) with the Company in order to use the Ryde App. Under the ToS, driver partners and consumers agree that the Company retains the applicable fee as consideration for their use of the Ryde platform from the fare and related charges it collects from consumers on behalf of driver partners. The Company is acting as an agent in facilitating the ability for a driver partner to provide a mobility and quick commerce service to a consumer. The Company reports revenue on a net basis, reflecting the fee owed to the Company from a driver partner as revenue, and not the gross amount collected from the consumer.
As the Company’s customary business practice, a contract exists between the driver partner and consumer and the Company when the driver partner’s and consumer’s ability to cancel the transaction lapses, which typically is upon pickup of the consumer or goods. The Company’s single performance obligation in the transaction is to connect driver partners with consumer to facilitate the completion of a successful mobility or quick commerce service for consumer. The Company recognizes revenue upon completion of a transaction as its performance obligation is satisfied upon the completion of the transaction. The Company collects the fare and related charges from consumers on behalf of driver partners using the consumer’s pre-authorized credit card or other payment mechanism and retains its fees before making the remaining disbursement to driver partners; thus the driver partner’s ability and intent to pay is not subject to significant judgment.
Principle vs Agent consideration
Judgment is required in determining whether we are the principal or agent in transactions with driver partners, and consumer. We evaluate the presentation of revenue on a gross or net basis based on whether we control the service provided to the consumers and are the principal (i.e. “gross”), or we arrange for other parties to provide the service to the consumers and are an agent (i.e. “net”). This determination also impacts the presentation of incentives provided to driver partners and discounts and promotions offered to consumers to the extent they are not customers.
For the mobility and quick-commerce transactions, our role is to provide the service to driver partners to facilitate a successful trip or quick-commerce service to consumer. We concluded we do not control the good or service provided by driver partners to consumers as (i) we do not pre-purchase or otherwise obtain control of the goods or services prior to its transfer to the consumers; (ii) we do not direct driver partners to perform the service on our behalf, and (iii) we do not integrate services provided by driver partners with our other services and then provide them to consumers. As part of our evaluation of control, we review other specific indicators to assist in the principal versus agent conclusions. We are not primarily responsible for mobility and quick commerce services provided to consumers, nor do we have inventory risk related to these services. While we facilitate setting the price for mobility and quick commerce services, the driver partners and consumers have the ultimate discretion in accepting the transaction price and this indicator alone does not result in us controlling the services provided to consumers.
In transactions with consumers, we act as an agent of the driver partners by connecting consumers seeking mobility and quick commerce services with driver partners looking to provide these services. Driver partners and consumers are our customers and pay us a fee for each successfully completed transaction with consumers. Accordingly, we recognize revenue on a net basis, representing the fee we expect to receive in exchange for us providing the service to driver partners and consumers.
| F-11 |
RYDE GROUP LTD
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2 | Summary of significant accounting policies (continued) |
Revenue recognition (continued)
Mobility and quick commerce
The Company derives its mobility and quick commerce revenue primarily from fees paid by driver partners and consumers for use of the platform and related service to connect with consumers and successfully complete a transaction via the platform. The Company recognizes revenue when a transaction is completed.
The presentation of revenue is on a net basis. The Company is an agent as its performance obligation is to arrange for another party (i.e. the driver partners) to provide the mobility and quick commerce services. Through the Company’s application, it allows for the connecting of the driver partners and consumers. The Company only facilitates by connecting the driver partners and consumers. The driver partners are responsible for fulfilling the contract.
Incentives provided to driver partners are recorded as a reduction of revenue if the Company does not receive a distinct good or service or cannot reasonably estimate the fair value of the good or service received. Incentives to driver partners that are not provided in exchange for a distinct good or service are evaluated as variable consideration, in the most likely amount to be earned by the driver partners at the time or as they are earned by the driver partners, depending on the type of incentive. Since incentives are earned over a short period of time, there is limited uncertainty when estimating variable consideration.
Excess driver partners incentives refer to cumulative payments to driver partners that exceed the cumulative revenue that are recognize from driver partners with no future guarantee of additional revenue. Cumulative payments to driver partners could exceed cumulative revenue from driver partners as a result of driver partners incentives or when the amount paid to driver partners for a trip exceeds the fare charged to the consumer. Driver partners incentives largely depend on the business decisions based on market conditions.
When the cumulative amount of driver partners incentives exceeds the cumulative revenue earned since inception of the driver partners relationship, the excess driver partners incentives are recorded in profit or loss as an expense. As a result, driver partners incentives provided to driver partners at the beginning of a relationship are typically classified as cost of revenue, while driver partners incentives provided to driver partners with a more mature relationship are typically classified as a reduction of revenue.
Incentive to consumers
The Company provides consumer incentives in the form of credit upon completion of transaction, with the aim of encouraging consumers to utilize the Ryde platform for their future transactions. These credits are offered to consumers in the market to acquire new consumers, re-engage existing customers, or generally increase overall use of the platform, and are similar to coupons. The Company records these credits as liability on the balance sheet and as driver and riders cost and related expenses in the statement of operations and comprehensive loss at the time these credits are redeemed by the consumers.
Revenue from Advertising
Revenue from advertising is recognized when the advertising services are provided to the merchant. The revenue is recognized at the amount of consideration that the company expects to be entitled to receive, net of any discounts or refunds. If the consideration for the advertising services includes barter trade, the revenue and cost are recognized separately based on the fair value of the barter trade.
The Company derives revenue from digital advertising services provided to merchants under contractual agreements. These services encompass the display of merchants’ advertisements within our mobile/web platform and email channels. Revenue recognition commences at the initiation of the contract period, as stipulated in the signed agreement with our merchant clients. The Company employs the ‘output method’ to measure progress towards fulfilling its performance obligations. Under this method, revenue is recognized proportionately over the duration of the contractual period. This method accurately reflects the faithful depiction of the transfer of services, as it aligns with the nature of the services provided, where revenue is recognized based on the contractual period.
Membership
Revenue from membership is recognized over the period of the membership. The subscription fee is recognized as revenue over the subscription period. Any relevant costs incurred to provide the membership benefits are recognized as cost. The cashback bonuses, exclusive lifestyle and food and beverage perks, and discounts provided to the members are not recognized as revenue.
| F-12 |
RYDE GROUP LTD
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2 | Summary of significant accounting policies (continued) |
Segments
ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major clients in financial statements for detailing the Company’s business segments. Management has determined that the Company operates in a single segment because there is only one Chief Operating Decision Maker (“CODM”) for the Company who is the Company’s Chief Executive Officer. Operating and financial metrics are applied to the entire Company as whole. The Company’s sales are principally in Singapore.
Concentrations and credit risk
Financial instruments that potentially expose the Company to concentration of credit risk consist primarily of accounts receivable. The Company has designed their credit policies with an objective to minimize their exposure to credit risk. The Company’s accounts receivable are short term in nature and the associated risk is minimal. The Company conducts credit evaluations on its clients and generally does not require collateral or other security. The Company periodically evaluates the creditworthiness of the existing clients in determining the allowance for doubtful accounts primarily based upon the age of the receivables and factors surrounding the credit risk of specific clients.
As of June 30, 2024 and December 31, 2023, the Company’s assets were located in Singapore and the Company’s revenue was principally derived in Singapore.
Employee benefits
Employee benefits are recognized as an expense, unless the cost qualifies to be capitalized as an asset.
Defined
contribution plans are post-employment benefit plans under which the Company pays fixed contributions into separate entities such as
the Central Provident Fund on a mandatory, contractual or voluntary basis. The Company has no further payment obligations once the contributions
have been paid. The Central Provident Fund paid to The Central Provident Fund Board in Singapore is S$
Share-based compensation
The Company follows ASC 718, Compensation —Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all share-based payment awards, including restricted stock units, based on estimated grant date fair values. Share-based compensation are valued using the market price of the Company’s common shares on the date of grant. The Company records compensation expense, net of estimated forfeitures, over the requisite service period.
Awards classified in equity under ASC 718 that may be subject to temporary equity classification include:
| ● | Shares with a repurchase feature that the employee can exercise only after the shares have been vested for at least six months, as well as options on such shares. | |
| ● | Shares that have a contingent repurchase feature that is outside the control of the employee and the entity if it is currently probable that the contingency would not occur. Examples include shares redeemable only on the occurrence of a liquidity event, such as a change of control. | |
| ● | Options that have a contingent cash-settlement provision not within the employee’s or the entity’s control if it is not currently probable that the contingency would occur. |
Related parties
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or significant influence of the same party, such as a family member or relative, shareholder, or a related corporation.
Income taxes
The Company accounts for income taxes under ASC 740. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets are also provided for net operating loss carry forwards that can be utilized to offset future taxable income.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. A valuation allowance is established, when necessary, to reduce net deferred tax assets to the amount expected to be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.
An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded.
The Company did not accrue any liability, interest or penalties related to uncertain tax positions in its provision for income taxes for the six months ended June 30, 2024 and 2023.
| F-13 |
RYDE GROUP LTD
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2 | Summary of significant accounting policies (continued) |
Government grants
Government grants are recognized when there is reasonable assurance that the grant will be received, and all attaching conditions will be complied with. Government grants shall be recognized in profit or loss on a systematic basis over the periods in which the entity recognizes as expenses the related costs for which the grants are intended to compensate. Government grant is recognized as ‘Other income’ in profit or loss.
The following is a description of the government grants the Company have received:
| ● | The Jobs Growth Incentive (“JGI”): To support employers to expand local hiring from September 2020 to March 2023. The duration of JGI support will vary depending on when the local hire was hired and the characteristics of the local hire. | ||
| ● | The Progressive Wage Credit Scheme: It was introduced in Singapore Budget 2022 to provide transitional wage support for employers to adjust to upcoming mandatory wage increases for lower-wage workers covered by the Progressive Wage and Local Qualifying Salary requirements and voluntarily raise wages of lower-wage workers. | ||
| ● | CPF Transition Offset: Transitory wage offsets provided by the Government equivalent to 50% of each year’s increase in employer CPF contribution rates for every Singaporean and Permanent Resident employee aged above 55 to 70 to alleviate the rise in business costs due to the increase in CPF contribution rates for senior workers. | ||
| ● | Government-Paid Leave schemes: Leave schemes provided by the Government to support parents in having and raising children by reimbursing the companies for leaves taken by eligible employees. |
Basic
earnings (loss) per share is computed by dividing net earnings (loss) attributable to ordinary shareholders by the weighted average number
of ordinary shares outstanding during the year. Diluted earnings per share reflect the potential dilution that could occur if outstanding
stock options, warrants and convertible debt were exercised or converted into ordinary shares. When the Company has a loss, diluted shares
are not included as their effect would be anti-dilutive. The Company has
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of the Company’s financial instruments will fluctuate because of changes in market interest rates. The Company’s exposure to interest rate risk arises mainly from its interest-bearing financial liabilities. The Company periodically reviews its liabilities and monitors interest rate fluctuations to ensure that the exposure to interest rate risk is within acceptable levels. The interest-bearing financial liabilities are usually at fixed interest rates except for money market loans, bank overdrafts and floating interest rate loans. The Company does not utilize interest rate derivatives to minimize its interest rate risk.
Commitments and Contingencies
In the normal course of business, the Company is subject to contingencies, including legal proceedings and claims arising out of the business that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes its liability for such contingency if it determines it is probable that a loss has occurred and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments including historical and the specific facts and circumstances of each matter.
| F-14 |
RYDE GROUP LTD
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2 | Summary of significant accounting policies (continued) |
Recent Adopted Accounting Pronouncements
In June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions,” which clarifies that contractual sale restrictions are not considered in measuring fair value of equity securities and requires additional disclosures for equity securities subject to contractual sale restrictions. The standard is effective for public companies for fiscal years beginning after December 15, 2023. We adopted the ASU on January 1, 2024. The additional required disclosures did not have a material impact on our condensed consolidated financial statements.
Recently Issued Accounting Pronouncements Not Yet Adopted
In November 2023, the FASB issued ASU 2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures (Topic 280). The standard requires incremental disclosures related to reportable segments, including disaggregated expense information and the title and position of the company’s chief operating decision maker (“CODM”), as identified for purposes of segment determination. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Entities must adopt the changes to the segment reporting guidance on a retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and does not expect materials impact to its consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The standard will be effective for public companies for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on our consolidated financial statements and does not expect materials impact to its consolidated financial statements.
| F-15 |
RYDE GROUP LTD
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 3 | Deposits, prepaid expenses and other current assets |
| December 31, 2023 | June 30, 2024 | June 30, 2024 | ||||||||||
| S$’000 | S$’000 | US$’000 | ||||||||||
| Deposits | ||||||||||||
| Prepayments | ||||||||||||
| Other receivables | ||||||||||||
| Provision for expired credits | ||||||||||||
As
of June 30, 2024, included in prepayments of S$
| 4 | Property and equipment, net |
| December 31, 2023 | June 30, 2024 | June 30, 2024 | ||||||||||
| S$’000 | S$’000 | US$’000 | ||||||||||
| Computer | ||||||||||||
| Office | ||||||||||||
| Operating lease right-of-use assets | ||||||||||||
| Total | ||||||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ( | ) | ||||||
| Net book value | ||||||||||||
Depreciation
expense for the six months ended June 30, 2024 and 2023 was S$
The Company’s operating lease right-of-use assets is related to the office lease agreements with lease terms for two years. The Company’s lease agreement do not contain any material residual value guarantees or material restrictive convents. Upon adoption of ASU 2016-02, no right-of-use (“ROU”) assets nor lease liability was recorded for the lease with a lease term with one year or less.
| 5 | Intangible assets, net |
| December 31, 2023 | June 30, 2024 | June 30, 2024 | ||||||||||
| S$’000 | S$’000 | US$’000 | ||||||||||
| Developed technology | ||||||||||||
| Others | ||||||||||||
| Total | ||||||||||||
| Less: accumulated amortization | ( | ) | ( | ) | ( | ) | ||||||
| Net book value | ||||||||||||
Amortization
expenses for the six months ended June 30, 2024 and 2023 was S$
The Company’s estimated aggregate future amortization expenses for intangible assets subject to amortization as of June 30, 2024, as follows:
June 30, 2024 | ||||
| US$’000 | ||||
| July to December 2024 | ||||
| Financial year ending 2025 to 2027 | ||||
| F-16 |
RYDE GROUP LTD
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 6 | Goodwill, net |
| December 31, 2023 | June 30, 2024 | June 30, 2024 | ||||||||||
| S$’000 | S$’000 | US$’000 | ||||||||||
| Acquisition | ||||||||||||
| Goodwill impairment | ( | ) | ( | ) | ( | ) | ||||||
Acquisition of Meili Technologies Pte. Ltd. and its subsidiaries (“Meili Group”)
On February 20, 2023, Ryde Technologies Pte. Ltd. entered into a Sale and Purchase Agreement for the acquisition of Meili Group, a last-mile on-demand logistics service provider in Singapore. The Meili Group comprises of Meili Technologies Pte. Ltd. and its wholly-owned subsidiary, Meili Technologies Malaysia Sdn. Bhd. (“Meili Malaysia”), which located in Malaysia. Meili Malaysia is a dormant since the date of incorporation on December 16, 2021. The acquisition is expected to contribute to the growth of the Company’s current quick commerce business.
The
purchase consideration was satisfied by the issuance of exchangeable notes to the Meili Noteholders each exchangeable into shares in
the Company. Under the terms and conditions of the exchangeable notes, unless previously redeemed or exchanged into shares in the Company,
the purchase consideration will be mandatorily exchanged into shares of the Company upon the occurrence of the Company obtaining the
receipt of the notification from a recognized exchange for the filing of the offer document for the listing. The mandatory exchange of
the exchangeable notes into shares of the Company will be based on a % discount to the price per share on the post-money valuation
of the Company immediately following the listing. As of June 30, 2023, the fair value of the purchase consideration is S$
In connection with the acquisition of Meili Group, the Company recognized identifiable assets and assumed liabilities at their respective fair values on a provisional basis as of February 20, 2023. These values are subject to change upon receipt of all the necessary information about the facts and circumstances that were in existence as of the acquisition date. The key information in this regard pertains to the value of the consideration used in measuring goodwill, which is subject to the post-money valuation of the Company and the completion of the exchange of all of the exchangeable notes held by the Meili Noteholders.
The following table summarizes the fair value of the assets acquired and liabilities assumed as of February 20, 2023:
| S$’000 | ||||
| Cash and cash equivalents | ||||
| Accounts receivable, net | ||||
| Deposits, prepaid expenses and other current assets | ||||
| Total identifiable assets acquired | ||||
| Total liabilities assumed | ( | ) | ||
| Net liabilities acquired | ( | ) | ||
| Goodwill | ||||
| Total acquisition consideration | ||||
The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill.
Goodwill Impairment
In
2023, we performed an interim goodwill impairment test by comparing the fair value of the Meili Group to its carrying value. The fair
value was determined as a sum of the discounted cash flow (“DCF”) method. The significant unobservable inputs used in the
fair value measurement include discount rate of
| 7 | Related party transactions and balances |
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Parties are also considered to be related if they are subject to common control. Related parties may be individuals or corporate.
The table below sets forth the major related parties and their relationships with the Company as of June 30, 2024 and December 31, 2023:
| Name of related parties | Relationship with the Company | |
| DLG Ventures Pte. Ltd. |
i) Significant transactions with related parties were as follows:
| For the six-month ended June 30, | ||||||||||||
| 2023 | 2024 | 2024 | ||||||||||
| S$’000 | S$’000 | US$’000 | ||||||||||
| Interest expense on note from a shareholder | ||||||||||||
ii) Significant balances with related parties were as follows:
| December 31, 2023 | June 30, 2024 | June 30, 2024 | ||||||||||
| S$’000 | S$’000 | US$’000 | ||||||||||
| Related parties | ||||||||||||
| Note from a shareholder | ||||||||||||
| F-17 |
RYDE GROUP LTD
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 8 | Convertible loans |
| December 31, 2023 | June 30, 2024 | June 30, 2024 | ||||||||||
| S$’000 | S$’000 | US$’000 | ||||||||||
| Convertible loan from noteholders (a) | ||||||||||||
| Convertible loans (b) | ||||||||||||
| Debt issuance cost (b) | ( | ) | ||||||||||
| ) | ||||||||||||
| Less: Current portion | ( | ) | ||||||||||
| Non-current portion | ||||||||||||
| (a) |
This
refers to an exchangeable note amounting to S$
| (b) |
The convertible loan as of December 31, 2023 are set out below:
| Loan | Currency | Period | Interest rate per annum | Guarantees |
Other security | Carrying amount (S$’000) | Carrying amount (US$’000) | |||||||||||||||||||||
| Unsecured fixed rate convertible loan | SGD | | % | | ||||||||||||||||||||||||
The convertible loans are repayable on or before February 28, 2024. There is no repayment and no interest paid for the financial year ended December 31, 2023. In March 2024, the convertible loan has been fully repaid.
On
July 11, 2023, Ryde Technologies Pte. Ltd. (“Ryde Tech”) entered into a Second Supplemental Agreement with third parties
(the “Agreement”). The Agreement give rise to Ryde Tech to redeem the convertible loan of S$
The
convertible loan of S$
| F-18 |
RYDE GROUP LTD
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 9 | Note from a shareholder |
| December 31, 2023 | June 30, 2024 | June 30, 2024 | ||||||||||
| S$’000 | S$’000 | US$’000 | ||||||||||
| Current | ||||||||||||
| Note from a shareholder | ||||||||||||
| Note | Currency | Period | Interest rate per annum | Guarantees | Other security | Carrying amount (S$’000) | Carrying amount (US$’000) | |||||||||||||||||||||
| Unsecured fixed rate note | SGD | % | ||||||||||||||||||||||||||
| Unsecured fixed rate note | SGD | |||||||||||||||||||||||||||
| 10 | Operating lease obligation |
| December 31, 2023 | June 30, 2024 | June 30, 2024 | ||||||||||
| S$’000 | S$’000 | US$’000 | ||||||||||
| Current portion | ||||||||||||
The Company’s operating lease right-of-use assets is related to the office lease agreements with lease terms for two years. The Company’s lease agreement do not contain any material residual value guarantees or material restrictive convents. Upon adoption of ASU 2016-02, no right-of-use (“ROU”) assets nor lease liability was recorded for the lease with a lease term with one year or less.
The Company’s commitment for minimum lease payments under the operating lease that is within twelve months as of June 30, as follow:
| Twelve months ending June 30, | Minimum lease payment | |||
| US$’000 | ||||
| 2025 | ||||
| Total future lease payment | ||||
| Amount representing interest | ( | ) | ||
| Present value of operating lease liabilities | ||||
| Less: current portion | ( | ) | ||
| Non-current portion | ||||
The following summarizes other supplemental information about the Company’s operating leases as of June 30, 2024:
| Weighted average discount rate | % | |||
| Weighted average remaining lease term (years) |
| F-19 |
RYDE GROUP LTD
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 11 | Income taxes |
Caymans and BVIs
The Company and its subsidiary are domiciled in the Cayman Island and British Virgin Islands. The locality currently enjoys permanent income tax holidays; accordingly, the Company and Ryde Group (BVI) Limited do not accrue for income taxes.
Singapore
Ryde
Technologies Pte. Ltd. and Meili Technologies Pte. Ltd. are incorporated in Singapore and are subject to Singapore Corporate Tax on the
taxable income as reported in its statutory financial statements adjusted in accordance with relevant Singapore tax laws. The applicable
tax rate is
Malaysia
Meili
Technologies (M) Sdn. Bhd. is subject to Malaysia Corporate Tax on the taxable income as reported in its statutory financial statements
adjusted in accordance with relevant Malaysia tax laws. The standard corporate income tax rate in Malaysia is
The income tax provision in both current and deferred portions are nil for the six months ended June 30, 2024 and 2023, respectively.
A reconciliation between the Group’s actual provision for income tax and the provision at the respective statutory rate was as follows:
| For the six-month ended June 30, | ||||||||||||
| 2023 | 2024 | 2024 | ||||||||||
| S$’000 | S$’000 | US$’000 | ||||||||||
| Loss before income taxes | ( | ) | ( | ) | ( | ) | ||||||
| Tax at the domestic rates applicable to profit or loss in the countries where the Group operates | ( | ) | ( | ) | ( | ) | ||||||
| Reconciling items: | ||||||||||||
| Non-deductible expenses | ||||||||||||
| Government grant not subject to tax | ( | ) | ( | ) | ( | ) | ||||||
| Valuation allowance for tax losses | ||||||||||||
| Others | ( | ) | ||||||||||
| Tax charge | ||||||||||||
Significant components of the Company’s deferred tax balances as of June 30, 2024 and December 31, 2023 are as follows:
December 31, 2023 | June 30, 2024 | June 30, 2024 | ||||||||||
| S$’000 | S$’000 | US$’000 | ||||||||||
| Deferred tax assets | ||||||||||||
| Tax losses carry forwards | ||||||||||||
| Less: Valuation allowance | ( | ) | ( | ) | ( | ) | ||||||
| Total deferred tax assets | ||||||||||||
| Deferred tax liabilities | ||||||||||||
| Total deferred tax liabilities | ||||||||||||
Deferred tax liability in relating to the fair value of intangible assets arising from the acquisition of Meili Technologies Pte. Ltd.
| F-20 |
RYDE GROUP LTD
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 11 | Income taxes (continued) |
The tax losses carry forwards is available for offsetting against future taxable profits for which no deferred tax asset is recognized due to uncertainty of its recoverability. The realization of the future income tax benefits from the tax losses carry forwards is available for an unlimited future period subject to the compliance with certain provisions of the tax legislations of the countries in which the group companies operate.
As of June 30, 2024, the open tax year for our entities in Singapore and Malaysia is the tax year 2023.
| 12 | Revenue |
| For the six months ended June 30, | ||||||||||||
| 2023 | 2024 | 2024 | ||||||||||
| S$’000 | S$’000 | US$’000 | ||||||||||
| Mobility | ||||||||||||
| Quick commerce | ||||||||||||
| Membership | ||||||||||||
| Advertising initiative | ||||||||||||
| Others | ||||||||||||
| 13 | Other income |
| For the six months ended June 30, | ||||||||||||
| 2023 | 2024 | 2024 | ||||||||||
| S$’000 | S$’000 | US$’000 | ||||||||||
| Government grants | ||||||||||||
| Others | ||||||||||||
| 14 | Other expenses |
| For the six months ended June 30, | ||||||||||||
| 2023 | 2024 | 2024 | ||||||||||
| S$’000 | S$’000 | US$’000 | ||||||||||
| Information technology expenses | ||||||||||||
| Legal and professional fees | ||||||||||||
| Marketing and advertising | ||||||||||||
| Rental | ||||||||||||
| Others | ||||||||||||
| F-21 |
RYDE GROUP LTD
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 15 | Share-based compensation |
| For the six-month ended June 30, | ||||||||||||
| 2023 | 2024 | 2024 | ||||||||||
| S$’000 | S$’000 | US$’000 | ||||||||||
| Share-based compensation | ||||||||||||
In June 2024, the Company issued Class A Ordinary Shares of the Company to certain consultants. The consulting services provided by the Consultants to the Company pursuant to the Consulting Agreements include: review and provide advice on the Company’s strategic plans; meet with focus groups and interested parties to discuss the Company’s strategic plans; provide advice on how best to position the Company and its subsidiaries in the future; propose potential acquisition targets for the Company and its subsidiaries; and assist in dealing with the corporate matters entrusted to the Consultants by the Company and its subsidiaries.
The fair value of the Class A Ordinary Shares issued to consultants was measured based on the closing market share price of US$ per share.
During the period ended June 30, 2024, the Company recognized share-based compensation of S$(US$) in the consolidated statements of operations and comprehensive loss.
| 16 | Loss per share |
| For the six months ended June 30, | ||||||||||||
| 2023 | 2024 | 2024 | ||||||||||
| S$’000 | S$’000 | US$’000 | ||||||||||
| Net loss and other comprehensive loss | ( | ) | ( | ) | ( | ) | ||||||
| Less: Comprehensive loss attributable to non-controlling interest | ( | ) | ( | ) | ( | ) | ||||||
| Comprehensive loss for the period attributable to Ryde Group Ltd | ( | ) | ( | ) | ( | ) | ||||||
| Basic weighted-average ordinary shares outstanding | ||||||||||||
| Basic and diluted loss per share attributable to Ryde Group Ltd | ) | ) | ) | |||||||||
June 30, 2023 | June 30, 2024 | |||||||
| Convertible shares for loan from third parties | ||||||||
| 17 | Subsequent events |
The Company has assessed all subsequent events through October 23, 2024, which is the date that these consolidated financial statements are issued and other than the following, there are no further material subsequent events that require disclosure in these consolidated financial statement.
(a) Incorporation of a new subsidiary
On August 2, 2024, the Company incorporated a new subsidiary in Singapore, namely RGTC Pte Ltd.
(b) Issuance of new shares to Maxim Partners LLC
On September 12, 2024, the Company issued 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.
(c) Completion of public offering
On
September 26, 2024, Ryde Group Ltd entered into a placement agency agreement with Maxim Group LLC as the exclusive placement agent for
an offering of units, each consisting of one Class A Ordinary
Share and one warrant to purchase a Class A Ordinary Share at $per unit. The Company also entered into a securities
purchase agreement with purchasers and a warrant agency agreement with VStock Transfer LLC. The offering was registered with the SEC
on Form F-1 (Registration No. 333-282076), declared effective on September 25, 2024, and closed on September 27, 2024. The Company paid
Maxim Group LLC a
| F-22 |
Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2024
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited interim condensed consolidated financial statements and the notes thereto, included as Exhibit 99.1 to this Report on Form 6-K. We also recommend that you read our discussion and analysis of financial condition and results of operations together with our audited financial statements and the notes thereto, which appear in our Annual Report on Form 20-F for the year ended December 31, 2023 (the “Annual Report”), filed with the Securities and Exchange Commission (“SEC”) on April 29, 2024.
Emerging Growth Company Status
We are an “emerging growth company” under the JOBS Act. The JOBS Act, permits that an “emerging growth company” may take advantage of the extended transition period for complying with new or revised accounting standards applicable to public companies until those standards would otherwise apply to private companies. We have elected to avail ourselves of delayed adoption of certain accounting standards. Accordingly, our financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards. We intend to rely on other exemptions provided by the JOBS Act, including without limitation, not being required to comply with the auditor attestation requirements of Section 404(b) of Sarbanes-Oxley Act.
We will remain an emerging growth company until the earliest of (i) the last day of the financial year in which we have more than U.S.$1.235 billion in annual revenue, (ii) the date we qualify as a “large accelerated filer” as defined in Rule 12b-2 under Exchange Act, which would occur if the market value of our ordinary shares held by non-affiliates exceeded U.S.$700 million, (iii) the issuance, in any three-year period, by us of more than U.S.$1 billion in non-convertible debt securities, and (iv) the last day of the financial year ending after the fifth anniversary of our initial public offering.
Overview
We are a “Super mobility app” offering ultimate convenience and reliability for our customers through multiple mobility tools that can be accessed and function seamlessly out of a single app. Through the power of technology, we are committed to positively impact the lives of all drivers by revolutionizing the way people and goods move. Our app allows for both on-demand and scheduled carpooling and ride-hailing services, and on-demand, scheduled and multi-stop parcel delivery services.
Headquartered in Singapore, we plan to expand into Southeast Asia, such as Malaysia and Thailand, and other countries, such as Australia and New Zealand.
Summary of Our Services
Our current app powers mobility for the community allowing real-time connection between riders, goods and drivers.
| a) | Mobility (Ride-hailing): Ryde’s ride-hailing service allows users to book rides with drivers using a mobile app. |
| b) | Mobility (Carpooling): Ryde’s carpooling service allows users to share rides with others who are traveling in the same direction, helping to reduce congestion and carbon emissions. |
| c) | Quick commerce: Ryde’s delivery service allows users to make a delivery booking using a mobile app. |
We expanded our services in 2018 with the launch of RydeSEND, a quick commerce solution. Integrated within the Ryde app, RydeSEND allows users to conveniently select the service and have their goods delivered within 50 minutes of pickup. One of the standout features of RydeSEND is its real-time tracking system, providing users with the ability to monitor the progress of their deliveries in real-time.
In March 2022, we introduced an enhanced multi-stop feature, enabling users to send their items to up to 6 different destinations in a single trip. This advancement optimizes efficiency and reduces costs for users with multiple delivery needs. Each stop within a booking may have varying delivery windows, providing flexibility and convenience. Delivery fees are calculated based on factors such as distance, time, and additional delivery-related costs, including surging prices during periods of high demand.
In February 2023, we further bolstered our technological capabilities through the acquisition of Meili Technologies Pte. Ltd. This strategic move not only brings advanced software technology to our platform but also strengthens our position by leveraging existing contractual relationships with various clients. Additionally, we expanded our pool of delivery partners by offering opportunities for motorcyclists and walkers to become RydeSEND partners. This expansion aims to enhance our overall fulfillment rate and ensure prompt and efficient delivery services for our customers.
Through RydeSEND, we continue to transform the quick commerce landscape, providing a seamless and reliable solution for users to have their goods delivered swiftly and conveniently. Our commitment to innovation, strategic partnerships, and expanding our delivery network enables us to meet the evolving demands of our customers while driving revenue growth in the competitive quick commerce sector.
Overall, we aim to provide safe, reliable, and affordable transportation options for our users while also promoting sustainable mobility and quick commerce practices.
Financial Operations Overview
Comparison of Six Months Ended June 30, 2024 and 2023
| For the six months ended June 30, | ||||||||||||||||||||
| 2024 | 2024 | 2023 | Increase/(Decrease) | |||||||||||||||||
| US$’000 | S$’000 | S$’000 | S$’000 | % | ||||||||||||||||
| Revenue | 3,229 | 4,376 | 5,232 | (856 | ) | -16 | % | |||||||||||||
| Other income | 32 | 43 | 49 | (6 | ) | -12 | % | |||||||||||||
| Drivers and riders cost and related expenses | (1,457 | ) | (1,975 | ) | (3,669 | ) | (1,694 | ) | -46 | % | ||||||||||
| Employee benefits expenses | (813 | ) | (1,102 | ) | (963 | ) | 139 | 14 | % | |||||||||||
| Depreciation and amortization expenses | (182 | ) | (247 | ) | (181 | ) | 66 | 36 | % | |||||||||||
| Finance cost | (55 | ) | (75 | ) | (52 | ) | 23 | 44 | % | |||||||||||
| Other expenses | (3,509 | ) | (4,755 | ) | (3,751 | ) | 1,004 | 27 | % | |||||||||||
| Operational loss | (2,755 | ) | (3,735 | ) | (3,335 | ) | 400 | 12 | % | |||||||||||
| Impairment of goodwill | - | - | (664 | ) | (664 | ) | -100 | % | ||||||||||||
| Share-based compensation | (7,237 | ) | (9,807 | ) | - | 9,807 | 100 | % | ||||||||||||
| Loss before income tax taxes | (9,992 | ) | (13,542 | ) | (3,999 | ) | 9,543 | 239 | % | |||||||||||
| Income tax expense | - | - | - | - | - | |||||||||||||||
| Net loss | (9,992 | ) | (13,542 | ) | (3,999 | ) | 9,543 | 239 | % | |||||||||||
Revenue
| For the six months ended June 30, | ||||||||||||||||||||
| 2024 | 2024 | 2023 | Increase/(Decrease) | |||||||||||||||||
| US$’000 | S$’000 | S$’000 | S$’000 | % | ||||||||||||||||
| Mobility | 2,054 | 2,783 | 3,129 | (346 | ) | -11 | % | |||||||||||||
| Quick commerce | 72 | 98 | 86 | 12 | 14 | % | ||||||||||||||
| Membership | 227 | 308 | 313 | (5 | ) | -2 | % | |||||||||||||
| Advertising initiatives | 841 | 1,140 | 1,704 | (564 | ) | -33 | % | |||||||||||||
| Others | 35 | 47 | - | 47 | 100 | % | ||||||||||||||
| Total revenue | 3,229 | 4,376 | 5,232 | (856 | ) | -16 | % | |||||||||||||
In the first six months of 2024, total revenue from all income streams decreased by S$856,000 or 16% to S$4,376,000 compared to S$5,232,000 in the first six months of 2023.
Revenue from mobility decreased by S$346,000 or 11% to S$2,783,000 compared to S$3,129,000 in the first six months of 2023. The decline in the revenue mainly contributed by the transition to the 0% driver commission model.
In the first six months of 2024, the revenue from advertising initiatives decreased by S$564,000 mainly due to the lesser demand of advertising in the first six months of 2024.
Other income
| For the six months ended June 30, | ||||||||||||||||||||
| 2024 | 2024 | 2023 | Increase/(Decrease) | |||||||||||||||||
| US$’000 | S$’000 | S$’000 | S$’000 | % | ||||||||||||||||
| Total other income | 32 | 43 | 49 | (6 | ) | -12 | % | |||||||||||||
Other income decreased by S$6,000 or 12% to S$43,000 in the first six months of 2024, compared to S$49,000 in the first six months of 2023. The decrease was mainly due to the reduction in the government grants from the Singapore authorities.
Drivers and riders cost and related expenses
| For the six months ended June 30, | ||||||||||||||||||||
| 2024 | 2024 | 2023 | Increase/(Decrease) | |||||||||||||||||
| US$’000 | S$’000 | S$’000 | S$’000 | % | ||||||||||||||||
| Total drivers and riders cost and related expenses | 1,457 | 1,975 | 3,669 | (1,694 | ) | -46 | % | |||||||||||||
In the first six months of 2024, our drivers and riders cost and related expenses decreased by S$1,694,000 or 46% to S$1,975,000 compared to S$3,669,000 in the first six months of 2023. This decrease is mainly attributed to the ongoing effort to reduce the incentives for drivers and riders.
Employee benefits expenses
| For the six months ended June 30, | ||||||||||||||||||||
| 2024 | 2024 | 2023 | Increase/(Decrease) | |||||||||||||||||
| US$’000 | S$’000 | S$’000 | S$’000 | % | ||||||||||||||||
| Total employee benefits expenses | 813 | 1,102 | 963 | 139 | 14 | % | ||||||||||||||
Our employee benefits expenses increased by S$139,000 or 14% to S$1,102,000 in the first six months of 2024, compared to S$963,000 in the first six months of 2023. This was mainly due to the increase in the employee’s salaries and wages in the first six months of 2024.
Depreciation and amortization expenses
| For the six months ended June 30, | ||||||||||||||||||||
| 2024 | 2024 | 2023 | Increase/(Decrease) | |||||||||||||||||
| US$’000 | S$’000 | S$’000 | S$’000 | % | ||||||||||||||||
| Total depreciation and amortization expenses | 182 | 247 | 181 | 66 | 36 | % | ||||||||||||||
The depreciation and amortization expenses increased by S$66,000 or 36% to S$247,000 in the first six months of 2024, compared to S$181,000 in the first six months of 2023. This was mainly due to the increase in intangibles assets.
Finance expense
| For the six months ended June 30, | ||||||||||||||||||||
| 2024 | 2024 | 2023 | Increase/(Decrease) | |||||||||||||||||
| US$’000 | S$’000 | S$’000 | S$’000 | % | ||||||||||||||||
| Total finance expense | 55 | 75 | 52 | 23 | 44 | % | ||||||||||||||
Our finance expense increased by S$23,000 or 44% to S$75,000 in the first six months of 2024, compared to S$52,000 in the first six months of 2023. The increase of the finance expenses is primarily attributable by the unsecured note payable to third party and shareholder starting from April 2023.
Other expenses
| For the six months ended June 30, | ||||||||||||||||||||
| 2024 | 2024 | 2023 | Increase/(Decrease) | |||||||||||||||||
| US$’000 | S$’000 | S$’000 | S$’000 | % | ||||||||||||||||
| Total other expenses | 3,509 | 4,755 | 3,751 | 805 | 21 | % | ||||||||||||||
Our other expenses increased by S$805,000 or 21% to S$4,755,000 in the first six months of 2024, compared to S$3,751,000 in the first six months of 2023.This was mainly due to increase in legal and professional fees by S$1,165,000 or 101% to S$2,313,000 in the first six months of 2024, compared to S$1,148,000 in the first six months of 2023. The increase was partially offset by the decrease in marketing expenses by S$545,000 for the first six months of 2024.
Impairment of goodwill
| For the six months ended June 30, | ||||||||||||||||||||
| 2024 | 2024 | 2023 | Increase/(Decrease) | |||||||||||||||||
| US$’000 | S$’000 | S$’000 | S$’000 | % | ||||||||||||||||
| Total impairment of goodwill | - | - | (664 | ) | (664 | ) | -100 | % | ||||||||||||
In the first six months of 2023, an impairment of goodwill was recognized as a result of the carrying value exceeding the fair value of Meili Technologies Pte. Ltd.
Share-based compensation
| For six months ended June 30, | ||||||||||||||||||||
| 2024 | 2024 | 2023 | Increase/(Decrease) | |||||||||||||||||
| US$’000 | S$’000 | S$’000 | S$’000 | % | ||||||||||||||||
| Total share-based compensation | 7,237 | 9,807 | - | 9,807 | 100 | % | ||||||||||||||
In June 2024, the Company issued 1,500,00 Class A Ordinary Shares of the Company to certain consultants. The consulting services provided by the Consultants to the Company pursuant to the Consulting Agreements include: review and provide advice on the Company’s strategic plans; meet with focus groups and interested parties to discuss the Company’s strategic plans; provide advice on how best to position the Company and its subsidiaries in the future; propose potential acquisition targets for the Company and its subsidiaries; and assist in dealing with the corporate matters entrusted to the Consultants by the Company and its subsidiaries.
The fair value of the Class A Ordinary Shares issued to consultants was measured based on the closing market share price of US$4.84 per share.
During the six months ended June 30, 2024, the Company recognized share-based compensation of S$9,807,000 (US$7,237,000) in the consolidated statements of operations and comprehensive loss.
Liquidity and capital resources
Cash flow summary
| For six months ended June 30, | ||||||||||||||||||||
| 2024 | 2024 | 2023 | Increase/(Decrease) | |||||||||||||||||
| US$’000 | S$’000 | S$’000 | S$’000 | % | ||||||||||||||||
| Cash and cash equivalents – beginning of the period | 1,250 | 1,694 | 3,007 | (1,313 | ) | -44 | % | |||||||||||||
| Net cash used in operating activities | (7,025 | ) | (9,522 | ) | (2,521 | ) | 7,001 | 278 | % | |||||||||||
| Net cash used in investing activities | (194 | ) | (263 | ) | (189 | ) | 74 | 39 | % | |||||||||||
| Net cash provided by financing activities | 8,165 | 11,067 | 2,000 | 9,067 | 453 | % | ||||||||||||||
| Net change in cash and cash equivalents | 946 | 1,282 | (710 | ) | 1,992 | 281 | % | |||||||||||||
| Cash and cash equivalents – end of the period | 2,196 | 2,976 | 2,297 | 679 | 30 | % | ||||||||||||||
Operating Activities
Net cash used in operating activities was S$9,522,000 for the six months ended June 30, 2024. This was mainly attributable to the net loss of S$13,542,000 adjusted for non-cash items which included depreciation of property and equipment, amortization of intangibles, debt issuance cost, and share-based payment expenses totaling S$10,223,000. This was partially offset against net cash outflows arising from the net change in operating assets and liabilities of S$6,203,000.
Net cash used in operating activities was S$2,521,000 for the six months ended June 30, 2023. This was mainly attributable to the net loss of S$3,999,000 adjusted for non-cash items which included depreciation of property and equipment, amortization of intangibles, debt issuance cost, and impairment loss of goodwill totaling S$890,000. This was partially offset against net cash inflows arising from the net change in operating assets and liabilities of S$588,000.
Investing Activities
Net cash flows used in investing activities was S$263,000 for the six months ended June 30, 2024. This was primarily due to the increase in intangible assets of S$263,000.
Net cash flows used in investing activities was S$189,000 for the six months ended June 30, 2023. This was primarily due to the increase in intangible assets of S$229,000 and the purchase of property and equipment of S$23,000. This was partially offset against net cash inflow from the acquisition of subsidiaries of S$63,000.
Financing Activities
Net cash provided by financing activities was S$11,067,000 for the six months ended June 30, 2024. This was contributed by the IPO proceeds of S$15,889,000 and proceeds from the note from a shareholder amounting to S$950,000. This was partially offset by the repayment of note from a shareholder and convertible loans of S$3,800,000 and S$1,972,000 respectively.
Net cash provided by financing activities was S$2,000,000 for the six months ended June 30, 2023. This was contributed by proceeds from the note from a shareholder amounting to S$2,000,000.
Off-Balance Sheet Arrangements
We have not entered into any off-balance sheet arrangements and do not have any holdings in variable interest entities.
Quantitative and Qualitative Disclosures about Market Risks
Concentrations and credit risk
Our primary exposure to credit risk arises from our operating activities, which primarily from our accounts receivables. We are not exposed to significant default risk from a single customer. We conduct credit evaluations on our customers and typically do not require collateral or other forms of security. In determining the allowance for doubtful accounts, we periodically assess the creditworthiness of our existing customers, primarily considering factors such as the age of the receivables and the specific credit risks associated with each customer.
Interest rate risk
Our primary exposure to interest rate risk primarily stems from our interest-bearing financial liabilities. We conduct regular reviews of our liabilities and closely monitor fluctuations in interest rates to ensure that our exposure remains within acceptable levels. We do not employ interest rate derivatives as a means to mitigate our interest rate risk.
Recent Developments
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.
On September 26, 2024, Ryde Group Ltd entered into a placement agency agreement with Maxim Group LLC as the exclusive placement agent for an offering of 5,300,000 units, each consisting of one Class A Ordinary Share and one warrant to purchase a Class A Ordinary Share at $0.85 per unit. The Company also entered into a securities purchase agreement with purchasers and a warrant agency agreement with VStock Transfer LLC. The offering was registered with the SEC on Form F-1 (Registration No. 333-282076), declared effective on September 25, 2024, and closed on September 27, 2024. The Company paid Maxim Group LLC a 7.0% cash fee of gross proceeds and agreed to restrictions on future share issuance for six months post-closing. The warrants, exercisable immediately, have a five-year expiry and ownership limitations. In this offering, the Company received gross proceeds in the amount of US$4.5 million before deducting any underwriting discount or expenses.
Non-US GAAP Financial Measures
This document include references to non-US GAAP financial measures. Ryde uses these non-US GAAP financial measures for financial and operational decision-making and as a means to evaluate period-to-period comparisons, and Ryde’s management believes that these non-IFRS financial measures provide meaningful supplemental information regarding its performance by excluding certain items that may not be indicative of its recurring core business operating results. However, there are a number of limitations related to the use of non-US GAAP financial measures, and as such, the presentation of these non-US GAAP financial measures should not be considered in isolation from, or as an alternative to, financial measures determined in accordance with US GAAP. In addition, these non-US GAAP financial measures may differ from non-US GAAP financial measures with comparable names used by other companies. See below for additional explanations about the non-US GAAP financial measures, including their definitions and a reconciliation of these measures to the most directly comparable US GAAP financial measures.
Explanation of non-IFRS financial measures:
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, (e) impairment loss on goodwill, and (f) share listing and associated expenses.
Adjusted EBITDA has limitations as a financial measure, should be considered as supplemental in nature, and is not meant as a substitute for the related financial information prepared in accordance with US GAAP. For a reconciliation of Adjusted EBITDA to the most directly comparable US GAAP measure see the section titled “Reconciliation of Non-IFRS Financial Measures”.
Reconciliation of Non-IFRS Financial Measures
To supplement our financial information, we use the following non-US GAAP financial measures: Adjusted EBITDA. However, the definitions of our non-US GAAP financial measures may be different from those used by other companies, and therefore, may not be comparable. Furthermore, these non-US GAAP financial measures have certain limitations in that they do not include the impact of certain expenses that are reflected in our consolidated financial statements that are necessary to run our business. Thus, these non-US GAAP financial measures should be considered in addition to, not as substitutes for, or in isolation from, measures prepared in accordance with US GAAP. We compensate for these limitations by providing a reconciliation of these non-US GAAP financial measures to the related US GAAP financial measures. We encourage investors and others to review our financial information in its entirety, not to rely on any single financial measure and to view these non-IFRS financial measures in conjunction with their respective related US GAAP financial measures.
The following tables provide reconciliations of Adjusted EBITDA.
| For the six months ended June 30, | |||||||||||
| 2023 | 2024 | 2024 | |||||||||
| S$’000 | S$’000 | US$’000 | |||||||||
| Net loss | (3,999 | ) | (13,542 | ) | (9,992 | ) | |||||
| Depreciation and amortization expenses | 181 | 247 | 182 | ||||||||
| Finance costs | 52 | 75 | 55 | ||||||||
| Impairment of goodwill | 664 | - | - | ||||||||
| Share listing and associated expenses | 1,063 | 1,809 | 1,335 | ||||||||
| Share-based compensation | - | 9,807 | 7,237 | ||||||||
| Adjusted EBITDA | (2,039 | ) | (1,604 | ) | (1,183 | ) | |||||
Exhibit 99.3
Ryde Reports First Half 2024 Results, Positions for Accelerate Growth
SINGAPORE, October 23, 2024 – Ryde Group Ltd (NYSE American: RYDE) (“Ryde” or the “Company”), a leading technology platform for mobility and quick commerce headquartered in Singapore, today announced the financial results for the six months ended June 30, 2024 (“1H 2024”).
Key Financial Highlights for First Half 2024:
| ● | Revenue: The Company reported revenue of S$4.4 million (US$3.2 million), down from S$5.2 million (US$3.9 million) in 1H 2023. While the transition to the 0% commission model in January 2024 resulted in a temporary decline in revenue, we are confident that this strategic decision will drive significant long-term growth by attracting more drivers. This revenue structure was introduced to boost driver-partners satisfaction and attract more driver-partners to the platform, positioning the Company for long-term sustainable growth despite the temporary impact on revenue 1H2024. |
| ● | Adjusted EBITDA: The Company saw its adjusted EBITDA improve by 20%, the adjusted EBITDA deficit narrowed to S$1.6 million (US$1.2 million) in 1H2024. This improvement reflects Ryde’s ongoing efforts to optimise operational efficiency, achieved through a strategic reduction in driver-partner incentives and rider-related costs. These measures have contributed to a leaner cost structure, setting the company on a path towards profitability while continuing to create value for both driver-partners and riders. |
First Half 2024 Milestones:
Ryde achieved several significant milestones in the first half of 2024, including:
| ● | NYSE American listing: In March 2024, becoming the first Singapore-based ride-hailing start-up to list on the NYSE American. |
| ● | AI-powered app redesign: In May 2024, we made significant improvements to enhance user interface by focusing on current design trends, language, and the use of AI with a more intuitive navigation experience for the riders. |
| ● | Dual listing on the Frankfurt (FSE) and Stuttgart (XSTU) Stock Exchanges under the symbol D0S: In June 2024, we successfully completed our secondary listing on the FSE and XSTU Stock Exchanges, strategically expanding our investor base and making our unique value proposition more accessible to the European markets. |
| ● | Healthcare Partnership: In June 2024, we partnered with a leading Singapore telehealth provider to offer affordable healthcare services to driver-partners and their families, demonstrating Ryde’s commitment to driver well-being. |
“The first half of 2024 was a period of strategic investment and transformation for Ryde,” said Terence Zou, Ryde’s Founder and Chief Executive Officer. “We have established a solid operational base by improving our adjusted EBITDA by 20% in 1H2024. Our 0% commission model and continued focus on building a fairer platform for all will create a sustainable competitive advantage and position us for accelerated growth.”
“Our fundamentals are strong and we are confident in our ability to continue growing and delivering value to our shareholders,” Mr. Zou concluded.
About Ryde Group Ltd
Ryde is a super mobility app founded in Singapore and recognised as the world’s FIRST on-demand carpooling app since 2014. As a publicly listed company on the NYSE, Ryde is reimagining the way people and goods move around by offering a full suite of services, including carpooling, private hire, taxi, and delivery. What distinguishes Ryde is its commitment to empowering private-hire and taxi partners by taking 0% commission, ensuring that drivers retain more of their hard-earned earnings. For more information, please visit https://rydesharing.com/.
Safe Harbor Statement
This press release contains forward-looking statements. In addition, from time to time, we or our representatives may make forward-looking statements orally or in writing. We base these forward-looking statements on our expectations and projections about future events, which we derive from the information currently available to us. Such forward-looking statements relate to future events or our future performance, including: our financial performance and projections; our growth in revenue and earnings; and our business prospects and opportunities. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as “may,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,” “potential,” or “hopes” or the negative of these or similar terms. In evaluating these forward-looking statements, you should consider various factors, including: our ability to change the direction of the Company; our ability to keep pace with new technology and changing market needs; and the competitive environment of our business. These and other factors may cause our actual results to differ materially from any forward-looking statement.
Forward-looking statements are only predictions. The forward-looking events discussed in this press release and other statements made from time to time by us or our representatives, may not occur, and actual events and results may differ materially and are subject to risks, uncertainties, and assumptions about us. We are not obligated to publicly update or revise any forward-looking statement, whether as a result of uncertainties and assumptions, the forward-looking events discussed in this press release and other statements made from time to time by us or our representatives might not occur.
Contacts
For
Media Relations:
Media Team
Ryde Group Ltd
Email: [email protected]
For
Investor Relations:
Investor Relations Team
Ryde Group Ltd
Email: [email protected]
Skyline
Corporate Communications Group, LLC
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Non-US GAAP Financial Measures
This document include references to non-US GAAP financial measures. Ryde uses these non-US GAAP financial measures for financial and operational decision-making and as a means to evaluate period-to-period comparisons, and Ryde’s management believes that these non-IFRS financial measures provide meaningful supplemental information regarding its performance by excluding certain items that may not be indicative of its recurring core business operating results. However, there are a number of limitations related to the use of non-US GAAP financial measures, and as such, the presentation of these non-US GAAP financial measures should not be considered in isolation from, or as an alternative to, financial measures determined in accordance with US GAAP. In addition, these non-US GAAP financial measures may differ from non-US GAAP financial measures with comparable names used by other companies. See below for additional explanations about the non-US GAAP financial measures, including their definitions and a reconciliation of these measures to the most directly comparable US GAAP financial measures.
Explanation of non-IFRS financial measures:
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, (e) impairment loss on goodwill, and (f) share listing and associated expenses.
Adjusted EBITDA has limitations as a financial measure, should be considered as supplemental in nature, and is not meant as a substitute for the related financial information prepared in accordance with US GAAP. For a reconciliation of Adjusted EBITDA to the most directly comparable US GAAP measure see the section titled “Reconciliation of Non-IFRS Financial Measures”.
Reconciliation of Non-IFRS Financial Measures
To supplement our financial information, we use the following non-US GAAP financial measures: Adjusted EBITDA. However, the definitions of our non-US GAAP financial measures may be different from those used by other companies, and therefore, may not be comparable. Furthermore, these non-US GAAP financial measures have certain limitations in that they do not include the impact of certain expenses that are reflected in our consolidated financial statements that are necessary to run our business. Thus, these non-US GAAP financial measures should be considered in addition to, not as substitutes for, or in isolation from, measures prepared in accordance with US GAAP. We compensate for these limitations by providing a reconciliation of these non-US GAAP financial measures to the related US GAAP financial measures. We encourage investors and others to review our financial information in its entirety, not to rely on any single financial measure and to view these non-IFRS financial measures in conjunction with their respective related US GAAP financial measures.
The following tables provide reconciliations of Adjusted EBITDA.
| For the six months ended June 30, | ||||||||||||
| 2023 | 2024 | 2024 | ||||||||||
| S$’000 | S$’000 | US$’000 | ||||||||||
| Net loss | (3,999 | ) | (13,542 | ) | (9,992 | ) | ||||||
| Depreciation and amortization expenses | 181 | 247 | 182 | |||||||||
| Finance costs | 52 | 75 | 55 | |||||||||
| Impairment of goodwill | 664 | - | - | |||||||||
| Share listing and associated expenses | 1,063 | 1,809 | 1,335 | |||||||||
| Share-based compensation | - | 9,807 | 7,237 | |||||||||
| Adjusted EBITDA | (2,039 | ) | (1,604 | ) | (1,183 | ) | ||||||
Unaudited Summary of Financial Results
Condensed Consolidated Statement of Operations and Comprehensive Loss
| For six months ended June 30, | ||||||||||||
| 2023 | 2024 | 2024 | ||||||||||
| S$’000 | S$’000 | US$’000 | ||||||||||
| Revenue | 5,232 | 4,376 | 3,229 | |||||||||
| Drivers and riders cost and related expenses | (3,669 | ) | (1,975 | ) | (1,457 | ) | ||||||
| Total expenses, net | (4,898 | ) | (6,136 | ) | (4,527 | ) | ||||||
| Operational loss | (3,335 | ) | (3,735 | ) | (2,755 | ) | ||||||
| Impairment of goodwill | (664 | ) | - | - | ||||||||
| Share-based compensation | - | (9,807 | ) | (7,237 | ) | |||||||
| Loss before income taxes | (3,999 | ) | (13,542 | ) | (9,992 | ) | ||||||
| Income tax expense | - | - | - | |||||||||
| Net loss | (3,999 | ) | (13,542 | ) | (9,992 | ) | ||||||
| Other comprehensive loss | ||||||||||||
| Foreign currency translation adjustment | - | 37 | 27 | |||||||||
| Total other comprehensive loss | (3,999 | ) | (13,505 | ) | (9,965 | ) | ||||||
| Less: Comprehensive loss attributable to non-controlling interest | (30 | ) | (12 | ) | (9 | ) | ||||||
| Comprehensive loss attributable to Ryde Group Ltd | (3,969 | ) | (13,493 | ) | (9,956 | ) | ||||||
| Net loss per share attributable to ordinary shareholders | ||||||||||||
| Basic and diluted | (0.34 | ) | (0.81 | ) | (0.60 | ) | ||||||
| Weighted average number of ordinary shares used in computing net loss per share | ||||||||||||
| Basic and diluted (‘000) | 11,702 | 16,577 | 16,577 | |||||||||
Condensed Consolidated Balance Sheet
| December 31, 2023 | June 30, 2024 | June 30, 2024 | ||||||||||
| S$’000 | S$’000 | US$’000 | ||||||||||
| Assets | ||||||||||||
| Current assets | 4,463 | 7,284 | 5,375 | |||||||||
| Non-current assets | 734 | 750 | 554 | |||||||||
| Total assets | 5,197 | 8,034 | 5,929 | |||||||||
| Liabilities and shareholders’ equity | ||||||||||||
| Liabilities | ||||||||||||
| Current liabilities | 12,587 | 4,882 | 3,602 | |||||||||
| Non-current liabilities | 32 | 32 | 24 | |||||||||
| Non-current liabilities | 12,619 | 4,914 | 3,626 | |||||||||
| Shareholders’ equity | (7,422 | ) | 3,120 | 2,303 | ||||||||
| Total liabilities and shareholders’ equity | 5,197 | 8,034 | 5,929 | |||||||||