What dilution and lock‑up terms should existing shareholders expect and how might these impact post‑IPO liquidity?

Dilution picture

Via is selling a total of 10,714,285 Class A shares in the IPO:

• 7,142,857 shares are the primary issue (new capital for the company)
  
• 3,571,428 shares are a secondary “selling‑stockholder” tranche (existing owners are cashing out)

In addition, the underwriters have a 30‑day option to purchase further shares (often up to 15 % of the total offer). If they fully exercise the option, the total float could rise to roughly 12.3 million shares – a modest but non‑trivial increase over the planned 10.7 million count. From an existing‑shareholder standpoint the primary issuance will dilute the pre‑IPO ownership base, while the secondary sell‑down does not create new dilution but does shift cash‑flow in favour of those insiders who are exiting. The underwriter option adds a “potential” dilution that will materialise only if the option is exercised; most investors price‑in the maximum possible increase when assessing post‑IPO valuation.

Lock‑up expectations and liquidity impact

While the filing does not spell out a lock‑up period, the majority of IPOs of similarly sized technology companies impose:

• A 90‑day lock‑up for insiders and executives – they cannot sell any shares until the lock‑up expires.
  
• A 180‑day lock‑up for some larger pre‑IPO investors (e.g., venture‑backers) – this limits float expansion even further.

Because a sizable portion of the float will be tied up for at least three months, the market will see a constrained supply of shares immediately after pricing, which normally supports a relatively stable or even slightly bullish price action during the first two‑to‑three weeks of trading. However, as the lock‑up dates roll down—particularly the 90‑day expiry in late‑Q4 2025—historical patterns suggest a rise in sell‑side pressure and a potential widening of the bid‑ask spread as insiders and underwriters may begin to off‑load positions. This “lock‑up tail‑wind” often coincides with a dip in liquidity and price volatility, providing a tactical window for short‑term traders to target downside moves or for long‑term investors to add on the dip.

Trading take‑aways

1. Short‑term: Anticipate a relatively tight price corridor in the first 2–3 weeks as float is locked up and demand from fresh retail/institutional money absorbs the newly issued shares. Look for a breakout above the opening range (e.g., resistance near the first‑day high) if demand remains robust.
   
2. Mid‑term (≈ 90 days): Watch the lock‑up expiry calendar closely. A decline in volume‑weighted average price (VWAP) or increased selling volume as insiders and underwriters can trade may signal the start of a liquidity‑drain phase. Position defensively—tighten stops or reduce exposure—if the price shows breach of key support levels (e.g., the 20‑day moving average).
   
3. Fundamental anchor: Even with dilution, the primary raise (≈ 7.1 M shares) funds growth of Via’s transit‑tech platform, which should sustain a mid‑term earnings upside. If the post‑IPO price holds above the pre‑offering valuation multiple, the dilution may be viewed as “reasonable,” giving the stock a valuation cushion even when the lock‑up‑driven sell‑off subsides.

In short, existing shareholders will face modest dilution (primary issue + possible underwriter option), a standard 90‑day lock‑up that temporarily restrains supply, and a likely post‑lock‑up liquidity shock that can open a short‑term downside play around the 90‑day mark. Managing exposure around these dates and monitoring float‑growth metrics will be essential for preserving risk‑reward balance in the VIA IPO.