Please wait
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Bao Zhoujia
(Last) (First) (Middle)
C/O NEUTRON HOLDINGS, INC.
444 TOWNSEND STREET, FL 1
(Street)
SAN FRANCISCO CA 94107
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Neutron Holdings, Inc. [ LIME ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/13/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/13/2026(1) D 127,523 D (2) 703,831 D
Common Stock 06/30/2026 C 20,102 A (3) 20,102 I By Bao Trust Dated Mar-10 2020
Common Stock 07/01/2026 A 5,627(4) A $0 709,458 D
Common Stock 07/02/2026 X 1,616 A $6.72 21,718 I By Bao Trust Dated Mar-10 2020
Common Stock 07/02/2026 F 435(5) D $25 21,283 I By Bao Trust Dated Mar-10 2020
Common Stock 07/02/2026 C 32,798 A (6) 742,256 D
Common Stock 07/02/2026 S 73,397 D $25 668,859 D
Common Stock 130,952 I By Kailash Trust dated Aug-24-2025
Common Stock 59,375 I By Sky Bao 2019 Family Trust
Common Stock 59,375 I By Snow Bao 2019 Family Trust
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Notes (3) 06/30/2026 C $270,628 (3) (3) Common Stock 20,102 (3) 0 I By Bao Trust Dated Mar-10 2020
Series A-1 Preferred Stock (6) 07/02/2026 C 32,798 (6) (6) Common Stock 32,798 (6) 0 D
Stock Warrant (Right to Buy) $6.72 07/02/2026 X 1,616 09/02/2020 06/04/2027 Common Stock 1,616 $0 0 I By Bao Trust Dated Mar-10 2020
Explanation of Responses:
1. This transaction occurred prior to the Issuer's registration of a class of equity securities under Section 12 of the Securities Exchange Act of 1934, as amended, in connection with the Issuer's initial public offering ("IPO"), and is reported herein pursuant to Rule 16a-2(a).
2. On March 13, 2026, the Issuer repurchased 127,523 shares of the Reporting Person's Common Stock at the fair market value of the Issuer's Common Stock as of March 13, 2026 (for an aggregate purchase price of $4,876,106) as repayment for the Reporting Person's promissory note.
3. On May 7, 2020, the Issuer issued to the Reporting Person's trust, Bao Trust Dated Mar-10 2020, a convertible note with a principal amount of approximately $270,628 (the "2020 Note"). The 2020 Note accrues non-compounding interest at a rate of 4.0% per annum and matures seven years following the date of issuance, unless earlier converted pursuant to its terms. At the execution of the underwriting agreement in connection with the IPO, the outstanding principal balance of the 2020 Note plus any accrued and unpaid interest automatically converted into shares of Common Stock at a ratio based on a conversion price equal to $340.0 million plus any consideration paid by the noteholder for the 2020 Note divided by the Issuer's fully-diluted capitalization on August 5, 2020.
4. Represents an award of restricted stock units ("RSUs"), which vests on the earlier of (i) the one-year anniversary of the award's vesting commencement date and (ii) immediately before the Issuer's first annual meeting following the award's vesting commencement date, subject to the Reporting Person's continuous service to the Issuer.
5. Represents the withholding of shares of Common Stock upon the exercise of the Stock Warrant; not an open market transaction.
6. Each share of the Issuer's convertible preferred stock automatically converted into one share of Common Stock upon the closing of the Issuer's IPO.
/s/ Susie Giordano, Attorney-in-Fact 07/02/2026
** 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 4 (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.