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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Neutron Holdings, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
06/30/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Lunate Capital Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED ARAB EMIRATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,815,949.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
15.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO, IA |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Sapphire Direct Holdings RSC Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED ARAB EMIRATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,815,949.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
15.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Lunate Legacy II LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED ARAB EMIRATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,815,949.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
15.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Lunate Legacy II (GP) SPV Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED ARAB EMIRATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,815,949.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
15.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Lunate Holding RSC Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED ARAB EMIRATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,815,949.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
15.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Chimera Investment LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED ARAB EMIRATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,815,949.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
15.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Neutron Holdings, Inc. | |
| (b) | Address of issuer's principal executive offices:
444 Townsend Street, First Floor, San Francisco, California, 94107 | |
| Item 2. | ||
| (a) | Name of person filing:
(i) Lunate Capital Limited ("Lunate"), (ii) Sapphire Direct Holdings RSC Ltd ("Sapphire"), (iii) Lunate Legacy II LP ("Lunate Legacy II"), (iv) Lunate Legacy II (GP) SPV Ltd ("Lunate Legacy II GP "), (v) Lunate Holding RSC Ltd ("Lunate Holding"), and (vi) Chimera Investment LLC ("Chimera", and together with Lunate, Sapphire, Lunate Legacy II, Lunate Legacy II GP, and Lunate Holding, the "Reporting Persons"). | |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is as follows: (i) the principal business address of Lunate, Sapphire, Lunate Legacy II, Lunate Legacy II GP, and Lunate Holding is Unit No. 1, Floor 12, Al Maryah Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates; and (ii) the principal business address of Chimera is RG Procurement Restricted Limited, Building, East 0.48, Al Muntazah, Abu Dhabi Island, Abu Dhabi, United Arab Emirates. | |
| (c) | Citizenship:
(i) Lunate is a company organized under the laws of the Abu Dhabi Global Market, United Arab Emirates, (ii) Sapphire is a company organized under the laws of the Abu Dhabi Global Market, United Arab Emirates, (iii) Lunate Legacy II is a company organized under the laws of the Abu Dhabi Global Market, United Arab Emirates, (iv) Lunate Legacy II GP is a company organized under the laws of the Abu Dhabi Global Market, United Arab Emirates, (v) Lunate Holding is a company organized under the laws of the Abu Dhabi Global Market, United Arab Emirates, and (vi) Chimera is organized under the laws of Abu Dhabi, United Arab Emirates. | |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
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| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
As of date hereof, each of the Reporting Persons may be deemed to beneficially own 9,815,949 shares of Common Stock, par value $0.0001 per share ("Common Stock"), of Neutron Holdings, Inc. (the "Issuer"). Such shares of Common Stock are directly held by Sapphire. Sapphire is wholly owned by Lunate Legacy II. The general partner of Lunate Legacy II is Lunate Legacy II GP. Lunate is the investment manager of Lunate Legacy II and wholly owns Lunate Legacy II GP. Lunate Holding wholly owns Lunate. Lunate Holding is majority-owned by Chimera. By virtue of their relationships with Sapphire, Lunate Legacy II, Lunate Legacy II GP, Lunate, Lunate Holding and Chimera may be deemed to beneficially own securities of the Issuer beneficially owned by Sapphire. | |
| (b) | Percent of class:
As of the date hereof, each of the Reporting Persons may be deemed to beneficially own approximately 15.3% of the shares of Common Stock of the Issuer outstanding, based on 64,025,936 shares of Common Stock outstanding as of July 2, 2026, as disclosed in the Issuer's Prospectus filed with the Securities and Exchange Commission on July 2, 2026. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
As of the date hereof, each of the Reporting Persons may be deemed to have sole power to vote or to direct the vote of 9,815,949 shares of Common Stock. | ||
| (ii) Shared power to vote or to direct the vote:
As of the date hereof, each of the Reporting Persons may be deemed to have shared power to vote or to direct the vote of 0 shares of Common Stock. | ||
| (iii) Sole power to dispose or to direct the disposition of:
As of the date hereof, each of the Reporting Persons may be deemed to have sole power to dispose or direct the disposition of 9,815,949 shares of Common Stock. | ||
| (iv) Shared power to dispose or to direct the disposition of:
As of the date hereof, each of the Reporting Persons may be deemed to have shared power to dispose or to direct the disposition of 0 shares of Common Stock. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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