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 *
Bao Zhoujia

(Last) (First) (Middle)
C/O NEUTRON HOLDINGS, INC.
444 TOWNSEND STREET, FL 1

(Street)
SAN FRANCISCO CA 94107

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/30/2026
3. Issuer Name and Ticker or Trading Symbol
Neutron Holdings, Inc. [ LIME ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
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 703,831 (1)
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 Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Series A-1 Preferred Stock   (2)   (2) Common Stock 32,798 (2) D  
Stock Warrant (Right to Buy) 09/02/2020 06/04/2027 Common Stock 1,616 6.72 I By Bao Trust Dated Mar-10 2020
Convertible Note   (3)   (3) Common Stock 20,102 (3) I By Bao Trust Dated Mar-10 2020
Explanation of Responses:
1. Includes 2,665 restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of Common Stock of the Issuer. The RSUs fully vest on the one-year anniversary of the grant date, subject to the Reporting Person's continuous service to the Issuer.
2. Each share of the Issuer's convertible Preferred Stock will automatically convert into one share of Common Stock upon the closing of the Issuer's initial public offering ("IPO").
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 will automatically convert 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.
Remarks:
Exhibit 24- Power of Attorney.
/s/ Susie Giordano, Attorney-in-Fact 06/30/2026
** 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.

ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

EXHIBIT 24