Via Transportation (VIA) risk factors, FY2025 10-K

Risks Relating to our Business and Industry

1. 01We have a history of net losses and we may not be able to achieve or maintain profitability in the future
2. 02Our rapid growth and financial performance in recent periods may not be indicative of future performance. If we fail to grow at the rate we currently expect, we may not be able to achieve and maintain profitability, which would adversely affect our financial results and future prospects
3. 03Because a significant portion of our business depends on contracting with government entities and other heavily regulated organizations, we face a number of challenges and risks unique to such business
4. 04Increases in the cost of fuel, vehicle supply and labor related to inflation or other operational factors could adversely affect our business, financial condition, and results of operations
5. 05Natural disasters, public health crises, economic downturns, government shutdowns or other unexpected geopolitical events could adversely affect our business, financial condition, and results of operations
6. 06The COVID-19 pandemic had a significant and unprecedented impact on global health, safety, and economic well-being. Another global pandemic of similar or greater magnitude could adversely impact our business
7. 07We may fail to accurately predict the rate of customer contract renewals or the long-term revenue from our customer contracts
8. 08If our customers fail to cost-effectively attract new riders or increase utilization by existing riders, our business, financial condition, and results of operations could be adversely affected
9. 09If we fail to effectively price our bids for competitive procurements, our business, financial condition, and results of operations could be adversely affected
10. 10If we are unable to manage the risks presented by our international operations, our business, financial condition, and results of operations may be adversely impacted
11. 11We have large contracts with some of our customers and may continue to grow such contracts and win large contracts with new customers. The loss of one or more of such large customers could slow the growth rate of our revenues or cause our revenues to decline
12. 12We may encounter implementation challenges, including in ensuring customers are trained and prepared to utilize our software
13. 13Our industry is highly competitive and we face pressure from existing and new companies. If we are unable to compete effectively in our industry, our business, results of operations, and financial prospects may be adversely impacted
14. 14companies (such as Siemens Mobility, Mobileye (Moovit), Uber, Lyft, and Verizon), transit operators (such as Deutsche Bahn, Transdev, and MV Transit), auto manufacturers that offer mobility solutions (such as Volkswagen (MOIA), and smaller start-ups (such as RideCo, Spare Labs, Optibus, and The Routing Company)
15. 15We have a limited operating history with respect to certain of our transportation verticals and are still building out certain of our software applications and features
16. 16Our sales efforts involve considerable time and expense and our sales cycle can be long and unpredictable
17. 17Our continuously evolving business makes it difficult to evaluate our future prospects and the risks and challenges we may encounter
18. 18Geopolitical conditions in Israel and throughout the Middle East may adversely affect our engineering operations and our research and development efforts, which could lead to a decrease in revenues
19. 19We have regular interactions with governmental officials in the ordinary course of business and are subject to anti-corruption laws and other anti-bribery and anti-kickback laws and regulations
20. 20We are subject to laws and regulations related to compliance with trade and economic sanctions that could impair our ability to compete in international markets in which our products and services may not be sold or subject us to liability if we violate these laws and regulations
21. 21Our business may be affected by sanctions and export controls targeting Russia
22. 22We may expand our platform and pursue initiatives, including electric vehicle partnerships, autonomous vehicle partnerships, logistics, and advertising, which may not be successful
23. 23If we are unable to make strategic acquisitions and investments or successfully integrate them into our business, our business, financial condition, and results of operations could be adversely affected
24. 24We could be subject to claims from passengers, drivers or third parties that are harmed while our software is in use, which could adversely affect our business, reputation, brand, financial condition, and results of operations
25. 25insured retentions for our coverage. If we experience a higher than normal rate of accidents, the cost of our insurance may increase
26. 26We often rely on third-party providers for customer support, and any difficulties in these arrangements could adversely impact our business, financial condition, and results of operations
27. 27Our workforce and operations have grown substantially and we expect that they will continue to do so using different labor models. If we are unable to effectively manage that growth, our reputation and brand, business, financial condition, and results of operations will be adversely affected
28. 28Our business depends on hiring and retaining high-quality personnel, and attrition or an inability to continue hiring high-quality personnel, or unsuccessful succession planning could adversely affect our business, financial condition, and results of operations
29. 29Our company culture has contributed to our success and if we cannot maintain this culture as we grow, our business, financial condition, and results of operations could be harmed
30. 30Our reputation and brand are important to our success, and if we are not able to continue developing our reputation and brand, our business, financial condition, and results of operations could be adversely affected
31. 31We may require additional capital to support the growth of our business, and this capital might not be available on reasonable terms or at all
32. 32convertible debt securities, our existing stockholders could suffer significant dilution, and any new securities we issue could have rights, preferences, and privileges superior to those of holders of our Class A common stock
33. 33Changes in global and U.S. tax legislation may adversely affect our business, financial condition, and results of operations
34. 34Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited
35. 35Increased audit activity by federal, state, local and foreign tax authorities could result in additional tax liability
36. 36Our business, financial condition, and results of operations may be adversely affected by changes in accounting principles
37. 37We are exposed to fluctuations in currency exchange rates and interest rates
38. 38Because our revenue is recognized over the term of the contract, downturns or upturns in our business may not be reflected in our results of operations until future periods
39. 39In services where we provide tech-enabled services that include contracting with independent contractor driver partners, our business would be adversely affected if they were classified as employees
40. 40Our operations can be seasonal, and our financial performance in certain periods may not be indicative of, or comparable to, our financial performance in subsequent periods

Risks Relating to our Intellectual Property, Data, and Cybersecurity

1. 41See “Part I—Item 1. Business—Data Protection and Privacy” for additional information
2. 42System failures and resulting interruptions in the availability of our applications or our software could adversely affect our business, financial condition, and results of operations as well as damage our reputation and result in a loss of customers, drivers, and riders
3. 43Our software is highly technical, and any undetected errors could adversely affect our business, reputation, brand, financial condition, and results of operations
4. 44Claims by others that we infringed their proprietary technology or other intellectual property rights could adversely affect our business, reputation, brand, financial condition, and results of operations
5. 45Failure to protect or enforce our intellectual property rights, or bring claims that others have infringed our proprietary technology or other intellectual property rights could harm our reputation, business, financial condition, and results of operations
6. 46We also rely upon unpatented proprietary information and other trade secrets to protect intellectual property that may not be registrable, or that we believe is best protected by means that do not require public disclosure
7. 47Our business depends upon the interoperability of our software across devices and operating systems that we do not control
8. 48We are incorporating AI technologies into some of our products and processes. These technologies may present business, compliance, and reputational risks
9. 49The regulatory framework governing the use of AI and ML technology is rapidly evolving, and we cannot predict how future legislation and regulation will impact our ability to offer products or services which leverage AI and ML technology
10. 50The successful operation of our business depends upon the performance and reliability of Internet, mobile, and other infrastructures that are not under our control
11. 51We rely on third-party service providers for services, hosting, payment processing, data centers, and other aspects of our technology infrastructure. Any service disruptions or delays could adversely impact our business
12. 52Our use of third-party open-source software could adversely affect our ability to offer our software and subject us to possible litigation

Risks Relating to Ownership of our Class A Common Stock

1. 53The market price of our Class A common stock may be volatile or may decline steeply or suddenly regardless of our operating performance, and we may not be able to meet investor or analyst expectations
2. 54Our business could be negatively affected as a result of actions of stockholders, activists, or others
3. 55The issuance by us of additional shares of any class of common stock or convertible securities may dilute your ownership and could adversely affect our stock price
4. 56Future sales of shares could cause our stock price to decline
5. 57We have not paid and do not intend to pay cash dividends for the foreseeable future
6. 58As a public company, we are required to maintain proper and effective internal controls over financial reporting, and any failure to maintain the adequacy of these internal controls may adversely affect investor confidence in our company and, as a result, the value of our Class A common stock
7. 59Delaware law and provisions in our Amended and Restated Certificate of Incorporation (“Charter”) and Bylaws could make a merger, tender offer or proxy contest difficult, thereby depressing the trading price of our Class A common stock
8. 60The multi-class structure of our common stock has the effect of concentrating voting power with our Chairman and Chief Executive Officer, which limits your ability to influence the outcome of important transactions
9. 61Operating as a public company requires us to incur significant costs and requires substantial management attention. In addition, key members of our management team have limited experience managing a public company
10. 62We qualify as an emerging growth company within the meaning of the Securities Act, and we utilize certain exemptions available to emerging growth companies, which could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies