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UPLOAD Filing

Via Transportation, Inc.
Date: Aug. 28, 2025 · CIK: 0001603015 · Accession: 0000000000-25-009284

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File numbers found in text: 333-289624

Date
August 28, 2025
Author
Division of
Form
UPLOAD
Company
Via Transportation, Inc.

Letter

Re: Via Transportation, Inc. Registration Statement on Form S-1 Filed August 15, 2025 File No. 333-289624 Dear Daniel Ramot:

August 28, 2025

Daniel Ramot Chief Executive Officer Via Transportation, Inc. 114 5th Ave, 17th Floor New York, NY 10011

We have reviewed your registration statement and have the following comments.

Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1 Prospectus Summary, page 1

1. We note the following statement on page 7, "In the United States alone, nearly 8 billion public transit trips occur annually." Provide support as to where the data comes from or how it was derived. In all instances where you use industry and market data, please ensure that you have disclosed your support for all such statements, including the names and dates of third party sources. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Comparison of the Six Months Ended June 30, 2024 and 2025 Revenue, page 91

2. Please disclose your Platform Net Revenue Retention Rate for the six months ended June 30, 2025, and clarify how the percentage change in revenue for the six months August 28, 2025 Page 2

ended June 30, 2025 correlates to the percentage change in Platform Net Revenue Retention Rate and the percentage change in number of customers that you disclose. Consolidated Financial Statements for the Six Months Ended June 30, 2025 and Notes to Consolidated Financial Statements 17. Subsequent Events, page F-55

3. Please disclose the grant date fair value of the CEO Service Awards and the CEO Stock Price Awards granted subsequent to June 30, 2025. Clarify the fair value per share of the underlying equity interest used in determining the fair value of these awards. To the extent there is a material difference between this fair value and the midpoint of your offering range, fully explain the assumptions used and the reason for the difference. 4. Disclose the number of restricted stock units associated with the CFO Stock Price Award and the Executive Service Awards granted subsequent to June 30, 2025, and the basis upon which the number of units is determined. 5. To the extent the compensation cost associated with the awards granted subsequent to June 30, 2025 will have a material impact on your financial statements, tell us how you considered disclosing the assumptions and valuation methodologies used in determining the fair value of these awards. General

6. Please provide balanced disclosure in the graphics by including the net loss for the same periods that you disclose revenue growth and annual run-rate revenue. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.

Please contact Laura Veator at 202-551-3716 or Stephen Krikorian at 202-551-3488 if you have questions regarding comments on the financial statements and related matters. Please contact Mariam Mansaray at 202-551-6356 or Jan Woo at 202-551-3453 with any other questions.

Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Ryan J. Dzierniejko

Show Raw Text
<DOCUMENT>
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<TEXT>
 August 28, 2025

Daniel Ramot
Chief Executive Officer
Via Transportation, Inc.
114 5th Ave, 17th Floor
New York, NY 10011

 Re: Via Transportation, Inc.
 Registration Statement on Form S-1
 Filed August 15, 2025
 File No. 333-289624
Dear Daniel Ramot:

 We have reviewed your registration statement and have the following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1
Prospectus Summary, page 1

1. We note the following statement on page 7, "In the United States alone,
nearly 8
 billion public transit trips occur annually." Provide support as to
where the data comes
 from or how it was derived. In all instances where you use industry and
 market data, please ensure that you have disclosed your support for all
such
 statements, including the names and dates of third party sources.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Comparison of the Six Months Ended June 30, 2024 and 2025
Revenue, page 91

2. Please disclose your Platform Net Revenue Retention Rate for the six
months ended
 June 30, 2025, and clarify how the percentage change in revenue for the
six months
 August 28, 2025
Page 2

 ended June 30, 2025 correlates to the percentage change in Platform Net
Revenue
 Retention Rate and the percentage change in number of customers that you
disclose.
Consolidated Financial Statements for the Six Months Ended June 30, 2025 and
2024
Notes to Consolidated Financial Statements
17. Subsequent Events, page F-55

3. Please disclose the grant date fair value of the CEO Service Awards and
the CEO
 Stock Price Awards granted subsequent to June 30, 2025. Clarify the fair
value per
 share of the underlying equity interest used in determining the fair
value of these
 awards. To the extent there is a material difference between this fair
value and the
 midpoint of your offering range, fully explain the assumptions used and
the reason for
 the difference.
4. Disclose the number of restricted stock units associated with the CFO
Stock Price
 Award and the Executive Service Awards granted subsequent to June 30,
2025, and
 the basis upon which the number of units is determined.
5. To the extent the compensation cost associated with the awards granted
subsequent to
 June 30, 2025 will have a material impact on your financial statements,
tell us how
 you considered disclosing the assumptions and valuation methodologies
used in
 determining the fair value of these awards.
General

6. Please provide balanced disclosure in the graphics by including the net
loss for the
 same periods that you disclose revenue growth and annual run-rate
revenue.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Laura Veator at 202-551-3716 or Stephen Krikorian at
202-551-3488 if
you have questions regarding comments on the financial statements and related
matters. Please contact Mariam Mansaray at 202-551-6356 or Jan Woo at
202-551-3453 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
cc: Ryan J. Dzierniejko
</TEXT>
</DOCUMENT>