SEC Form SCHEDULE 13G filed by Via Transportation Inc.
$VIA
Computer Software: Prepackaged Software
Technology
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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VIA TRANSPORTATION, INC. (Name of Issuer) |
Class A common stock, par value $0.00001 per share (Title of Class of Securities) |
92556W104 (CUSIP Number) |
09/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 92556W104 |
| 1 | Names of Reporting Persons
Giovanni Agnelli B.V. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
NETHERLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
14,121,131.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
18.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, CO |
Comment for Type of Reporting Person:
Based on 75,510,856 Class A common stock outstanding at September 11, 2025 as reported in the Issuer's Prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission ("SEC") on September 15, 2025. The shares beneficially owned by the reporting person represents 12.4% of the total voting power, due to the 3,846,183 shares of Class B common stock outstanding, which vote together as a single class with the Class A common stock. Shares of Class A common stock entitle the holder to one vote per share and shares of Class B common stock entitle the holder to 10 votes per share.
SCHEDULE 13G
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| CUSIP No. | 92556W104 |
| 1 | Names of Reporting Persons
Exor N.V. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
NETHERLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
14,121,131.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
18.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, CO |
Comment for Type of Reporting Person:
* Based on 75,510,856 Class A common stock outstanding at September 11, 2025 as reported in the Issuer's Prospectus filed pursuant to Rule 424(b)(4) with the SEC on September 15, 2025. The shares beneficially owned by the reporting person represents 12.4% of the total voting power, due to the 3,846,183 shares of Class B common stock outstanding, which vote together as a single class with the Class A common stock. Shares of Class A common stock entitle the holder to one vote per share and shares of Class B common stock entitle the holder to 10 votes per share.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
VIA TRANSPORTATION, INC. | |
| (b) | Address of issuer's principal executive offices:
114 5th Ave, 17th Floor New York, NY 10011 | |
| Item 2. | ||
| (a) | Name of person filing:
Giovanni Agnelli B.V.
Exor N.V.
Exor N.V., which acquired the securities being reported on, is controlled by Giovanni Agnelli B.V. | |
| (b) | Address or principal business office or, if none, residence:
Giovanni Agnelli B.V.
Symphony Building
Gustav Mahlerplein 25
Amsterdam, 1082 MS
The Netherlands
Exor N.V.
Symphony Building
Gustav Mahlerplein 25
Amsterdam, 1082 MS
The Netherlands | |
| (c) | Citizenship:
Giovanni Agnelli B.V. - the Netherlands, Exor N.V. - the Netherlands | |
| (d) | Title of class of securities:
Class A common stock, par value $0.00001 per share | |
| (e) | CUSIP No.:
92556W104 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See the responses to Item 9 on the attached cover pages. | |
| (b) | Percent of class:
See the responses to Item 11 on the attached cover pages. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See the responses to Item 5 on the attached cover pages. | ||
| (ii) Shared power to vote or to direct the vote:
See the responses to Item 6 on the attached cover pages. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See the responses to Item 7 on the attached cover pages. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See the responses to Item 8 on the attached cover pages. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Item 2. | ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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