vVARDIS Holding AG filed Amendment No. 2 to its Form F-1 registration statement with the SEC on November 12, 2026, covering a proposed initial public offering of 8,333,334 Class A ordinary shares on the New York Stock Exchange.

Key Highlights

  • Offering size: 8,333,334 Class A ordinary shares are being offered, with an underwriter option to purchase up to an additional 1,250,000 shares within 30 days to cover over-allotments.
  • Expected price range: The company disclosed an expected initial public offering price between $21.00 and $24.00 per Class A ordinary share.
  • Exchange listing: The company reported it has been approved to list its Class A ordinary shares on NYSE:VVVV.
  • Dual-class structure: Upon completion of the offering, shares will convert into Class A ordinary shares (CHF 0.006 par value) and Class B voting rights shares (CHF 0.0006 par value), with each share carrying one vote per share.
  • Founder voting control: According to the filing, co-founders Haley Abivardi and Goly Abivardi will control shares representing 87.6% of total voting power following the offering, assuming no exercise of the underwriters' over-allotment option.
  • Emerging growth and foreign private issuer status: The registrant disclosed it qualifies as an "emerging growth company," a "foreign private issuer," and a "controlled company" under applicable rules.

vVARDIS Holding AG IPO Structure and Share Capital Conversion

vVARDIS Holding AG, a Switzerland-incorporated company (SIC code 3841) with principal offices in Zug, Switzerland, filed the second amendment to its Form F-1 registration statement on November 12, 2026. The filing covers the proposed public offering of 8,333,334 Class A ordinary shares, with Goldman Sachs & Co. LLC and J.P. Morgan acting as joint bookrunning managers, and William Blair, UBS Investment Bank, and Deutsche Bank Securities listed as bookrunners.

According to the filing, immediately prior to the completion of the offering, the company will convert its existing share capital into two classes: Class A ordinary shares and Class B voting rights shares. Each Class B voting rights share will carry a par value of CHF 0.0006, one-tenth that of the Class A shares at CHF 0.006. The filing states that, while each share carries one vote, "each Class B voting rights share will have ten times the voting power of each Class A ordinary share on a per-par-value ('capital-invested') basis." All Class B voting rights shares will be beneficially owned by co-founders and co-Chief Executive Officers Haley Abivardi and Goly Abivardi.

The filing also describes conversion triggers for Class B voting rights shares, including certain "individual sunset" events. These include circumstances where a Founder ceases to hold at least 10% of the Class B voting rights shares held by that individual immediately following the offering, or where a Founder is no longer acting as a member of the executive committee or serving in an advisory role with the company or its controlled affiliates. The registration statement carries Registration No. 333-299384 and was filed under the Securities Act of 1933. The company noted that the per-share public offering price, underwriting discounts and commissions, and total proceeds figures remained to be determined at the time of filing.

What Was Disclosed

vVARDIS Holding AG's Amendment No. 2 to its Form F-1 covers a proposed IPO of 8,333,334 Class A ordinary shares at an expected price of $21.00 to $24.00 each, a dual-class share structure granting founders 87.6% voting control, and an approved NYSE listing under the symbol "VVVV."