| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/30/2026 |
3. Issuer Name and Ticker or Trading Symbol
Neutron Holdings, Inc. [ LIME ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 9,815,949 | I | See Footnote(1) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The shares of Common Stock, par value $0.0001 per share ("Common Stock"), of Neutron Holdings, Inc. (the "Issuer") reported herein are directly held by Sapphire Direct Holdings RSC Ltd ("Sapphire"). Sapphire is wholly owned by Lunate Legacy II LP ("Lunate Legacy II"). The general partner of Lunate Legacy II is Lunate Legacy II (GP) SPV Ltd ("Lunate Legacy II GP"). Lunate Capital Limited ("Lunate") is the investment manager of Lunate Legacy II and wholly owns Lunate Legacy II GP. Lunate Holding RSC Ltd ("Lunate Holding") wholly owns Lunate. Lunate Holding is majority-owned by Chimera Investment LLC ("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. |
| LUNATE CAPITAL LIMITED, by: /s/ Khalifa Sultan Sultan Hazim Alsuwaidi, Title: Director | 07/07/2026 | |
| SAPPHIRE DIRECT HOLDINGS RSC LTD, by: /s/ Jason Loveless, Title: Director | 07/07/2026 | |
| LUNATE LEGACY II LP, by: /s/ Khalifa Sultan Sultan Hazim Alsuwaidi, Title: Director | 07/07/2026 | |
| LUNATE LEGACY II (GP) SPV LTD, by: /s/ Khalifa Sultan Sultan Hazim Alsuwaidi, Title: Director | 07/07/2026 | |
| LUNATE HOLDING RSC LTD, by: /s/ Syed Basar Shueb Syed Shueb, Title: Director | 07/07/2026 | |
| CHIMERA INVESTMENT LLC, by: /s/ Syed Basar Shueb Syed Shueb, Title: Director | 07/07/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||