| 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:
This Schedule 13G is filed by the following (each a "Reporting Person" and collectively the "Reporting Persons"):
(i) 83North II Limited Partnership, a Cayman Islands limited partnership ("83North II");
(ii) 83North II G.P., L.P., a Cayman Islands limited partnership ("83North II GP"), which is the general partner of 83North II;
(iii) 83North II Manager, Ltd., a Cayman Islands exempted company, which is the ultimate general partner of 83North II and, together with 83North II GP, has combined voting and investment power over the securities held by 83North II;
(iv) Arnon Dinur ("Mr. Dinur"), who is the partner of each of the foregoing entities and certain other limited partnerships that hold the Issuer's securities and their general partners and exercises voting and investment power over the securities held by each such entity. |
| (b) | Address or principal business office or, if none, residence:
The principal business address of the Reporting Persons is 121 Menachem Begin Rd. Sarona Tower 59th Floor. Tel Aviv, Israel, 6701203, Israel. |
| (c) | Citizenship:
See responses to Row 4 on each cover page. |
| (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);
|
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
| (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);
|
| (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).
|
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
See responses to Row 9 on each cover page.
Mr. Dinur may be deemed to beneficially own in the aggregate 6,243,157 shares of Class A common stock of the Issuer ("Class A Shares"), which consist of (i) 4,368,121 Class A Shares held by 83North II Limited Partnership, (ii) 815,479 Class A Shares held by 83North VII LP, (iii) 573,801 Class A Shares held by 83North FXV III Limited Partnership and (iv) 485,756 Class A Shares held by 83North FXV Limited Partnership. |
| (b) | Percent of class:
See responses to Row 11 on each cover page.
All beneficial ownership percentages reported herein are calculated based on 75,742,664 Class A Shares outstanding as of September 30, 2025 as provided by the Issuer. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
See responses to Row 5 on each cover page.
|
| | (ii) Shared power to vote or to direct the vote:
See responses to Row 6 on each cover page.
|
| | (iii) Sole power to dispose or to direct the disposition of:
See responses to Row 7 on each cover page.
|
| | (iv) Shared power to dispose or to direct the disposition of:
See responses to Row 8 on each cover page.
|
| 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
|
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members of the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule 13d-1(d)