Neutron Holdings, Inc. (the “Company” or “Lime”) was incorporated in Delaware on January 3, 2017, and is headquartered in San Francisco, California. Lime is a micromobility company that provides rentals of shared electric scooters (“e-scooters”) and electric bicycles (“e-bikes”) through its platform (the “Rider App”) to be used for short distances in various cities and municipalities around the world.

The unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and include the accounts of the Company and its majority owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

The authorized number of each class and series of Capital Stock was proportionally adjusted in accordance with the 336-for-one reverse stock split. Further, the authorized number of the Company’s convertible preferred stock was proportionally adjusted in accordance with the two-for-one reverse stock split. The par value of each class of Capital Stock was not adjusted as a result of the reverse stock splits. All common stock, convertible preferred stock, stock options, RSUs, warrants, and per share information presented within these unaudited interim consolidated financial statements have been adjusted to reflect the reverse stock splits on a retroactive basis for all periods presented. No fractional shares were issued as a result of the reverse stock splits. Any fractional shares that would otherwise have resulted from the reverse stock splits were rounded down to the next whole share.

The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis. Historically, the Company had substantial debt maturities coming due within the succeeding twelve months that raised substantial doubt about its ability to continue as a going concern. As described in Note 8 – Convertible Notes and Term Loan, the 2020 Notes and 2021 Notes were converted to common shares as of June 30, 2026, and subsequent to period end, the Company repaid in full all amounts outstanding under the Senior Secured Term Loan. Additionally, as described in the “Initial Public Offering” section below, the Company completed its IPO on July 2, 2026, receiving aggregate net proceeds of approximately $141.7 million. Based on these transactions and its cash balance of $278.1 million as of June 30, 2026, management believes the Company has sufficient liquidity to fund its operations for at least twelve months from the date that the unaudited condensed consolidated financial statements are issued. Accordingly, management concluded the substantial doubt regarding the Company's ability to continue as a going concern has been alleviated.

The condensed consolidated balance sheet as of June 30, 2026, and the condensed consolidated statements of operations, comprehensive loss, convertible preferred stock and stockholders’ deficit and cash flows for the three and six months ended June 30, 2026 and 2025 are unaudited. The unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect, in the opinion of management, all adjustments of a normal and recurring nature that are necessary for the fair statement of the Company’s financial position as of June 30, 2026 and its results of operations, comprehensive loss, convertible preferred stock and stockholders’ deficit and cash flows for the three and six months ended June 30, 2026 and 2025. The financial data and the other financial information

disclosed in these notes to the unaudited condensed consolidated financial statements related to the three and six month periods are also unaudited. The results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any other future annual or interim period, due to seasonality and other factors. The balance sheet as of December 31, 2025 included herein was derived from the audited financial statements as of that date. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in the Company's prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on July 2, 2026 (the “Final Prospectus”).

The Company’s registration statement on Form S-1 (the “IPO Registration Statement”) related to its IPO was declared effective on June 30, 2026, and the Company’s common stock began trading on the Nasdaq Global Select Market on July 1, 2026. On July 2, 2026, after the quarter end, the Company completed its IPO, in which the Company sold 6,679,791 shares of common stock and selling stockholders sold an aggregate of 276,731 shares of common stock. The Company did not receive any proceeds from the sale of shares of common stock by any of the selling stockholders. The initial public offering price was $25.00 per share of common stock. The Company received aggregate net proceeds of $141.7 million after deducting underwriting discounts and commissions of $11.7 million and offering expenses of $13.6 million.

The unaudited pro forma condensed consolidated balance sheet data is presented as if the IPO was completed on June 30, 2026, by applying adjustments to the Company’s historical condensed consolidated balance sheet as shown in the below table. The historical condensed consolidated balance sheet as of June 30, 2026 reflects the recognition of $35.8 million of stock-based compensation expense for restricted stock units as the satisfaction of the IPO performance condition was deemed probable of achievement when the Company’s registration statement became effective and the conversion of the 2020 Notes and 2021 Notes into 12,648,586 and 27,326,950 shares of common stock, respectively, and as such they are not reflected as pro forma adjustments. (Refer to Note 8 – Convertible Notes and Term Loan for more information).


	As of June 30, 2026
	Actual		Pro Forma Adjustments			Pro Forma
	(in thousands)
Assets
Total current assets	$	476,811	$	17,442	(1-4)	$	494,253
Total noncurrent assets	698,923		—			698,923
Total assets	$	1,175,734	$	17,442		$	1,193,176
Liabilities, Convertible Preferred Stock and Stockholders’ Equity
Total current liabilities	$	298,733	$	(123,897)	(2-4)	$	174,836
Total noncurrent liabilities	80,797		(27)		(5)	80,770
Total liabilities	379,530		(123,924)			255,606
Convertible preferred stock	114,027		(114,027)		(6)	—
Stockholders’ equity
Common stock	5		1		(1,6,7,8)	6
Additional paid-in capital	1,182,730		255,770		(1,3,5,6,7)	1,438,500
Accumulated other comprehensive income	10,525		—			10,525
Accumulated deficit	(511,083)		(378)		(2)	(511,461)
Total stockholders’ equity	682,177		255,393			937,570
Total liabilities, convertible preferred stock and stockholders’ equity	$	1,175,734	$	17,442		$	1,193,176

The preparation of these unaudited condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions, which affect the reported amounts in the financial statements and accompanying notes. Management evaluates its estimates and assumptions on an ongoing basis and makes adjustments when facts and circumstances dictate. The most significant estimates include the selection of useful lives of vehicle assets, the determination of the claims reserve, the determination of fair value of the Company’s common stock, fair value of financial instruments, the excess and obsolescence reserve on capitalized spare parts, and the tax valuation allowance. The Company’s operations and financial performance mean that these estimates may change in future periods, as new events occur, and additional information is obtained. These estimates are based on information available as of the date of these unaudited condensed consolidated financial statements; therefore, actual results could differ from estimates.

During the year ended December 31, 2020 and prior, the Company issued promissory notes to certain executives and key employees in the aggregate principal amount of $38.6 million, in exchange for the early exercise of 932,001 stock options. The promissory notes represent the aggregate exercise price of the early exercised stock options and carry original stated interest rates ranging from 0.41% to 0.45% per annum. The principal amounts and accrued interest are generally due upon the earlier of: (i) maturity dates ranging from the 7th to 10th anniversary of the note’s issuance, (ii) any transfer of the shares securing the promissory note or (iii) the completion of an IPO. All promissory notes issued were partially collateralized by the shares issued in exchange for the note on a non-pro rata basis and were considered nonrecourse notes in their entirety. As such, the shares issued are not considered “exercised” for accounting purposes until the notes are repaid and the underlying stock options have vested. The nonrecourse notes are not recorded on the condensed consolidated balance sheets since the arrangement is, in substance, a stock option. The shares are included in the legally issued and outstanding shares of common stock on the condensed consolidated balance sheets and in the condensed consolidated statements of convertible preferred stock and stockholders’ deficit.

In February and March 2026, certain promissory note holders made cash payments of $9.1 million, in the aggregate, to the Company, to settle outstanding principal and accrued interest, of the same amount, on their promissory notes. Since the promissory note arrangements are, in substance, stock options, the cash payments to settle the promissory notes are considered an exercise of the stock options for 166,125 shares of common stock with a corresponding offset to additional paid-in capital.

In March 2026, a promissory note holder surrendered to the Company 23,266 shares of common stock of the Company to settle the remaining $0.9 million of outstanding principal and accrued interest on their promissory note related to the exercise of stock options for 166,686 shares of common stock.

In March 2026, the Company repurchased 387,327 shares of common stock, originally pledged as security subject to repayment of certain promissory notes. The repurchase settled $19.9 million of outstanding principal and accrued interest on certain promissory notes at maturity. Since the promissory note arrangements are, in substance, stock options, the repurchase of common stock to settle the promissory notes at maturity is considered an expiration of the stock options. In connection with the transaction, the Company elected to pay $1.6 million in tax withholding obligations on behalf of select note holders, which is reflected as selling, general

As of June 30, 2026 and December 31, 2025, the principal amount of $7.1 million and $34.5 million, respectively, and related accrued interest of $0.4 million and $2.6 million, respectively, remained outstanding on promissory notes. As of June 30, 2026 and December 31, 2025, there were 130,012 and 850,156 shares issued that are pledged as security subject to repayment of the notes.

Significant customers are those which represent more than 10% of the Company’s total revenue or gross accounts receivable balance at each balance sheet date. During the three and six months ended June 30, 2026 and 2025, no customers accounted for 10% or more of total revenue. As of June 30, 2026 and December 31, 2025, the Company had a third-party PSP that accounted for 71.7% and 83.9% of accounts receivable, respectively.

As discussed in Note 13 – Related Party Transactions, the Company has an agreement with Uber which allows riders to access the Company’s vehicles through mobile applications distributed by Uber and/or its subsidiaries. Revenue earned through this agreement was 13.0% and 14.9% of total revenue for the three months ended June 30, 2026 and 2025, respectively, and 13.4% and 14.8% of total revenue for the six months ended June 30, 2026 and 2025, respectively. Accounts receivable from Uber was 5.3% and 6.7% of accounts receivable as of June 30, 2026 and December 31, 2025, respectively.

Significant vendors are those which represent more than 10% of the Company’s total purchases. The Company had 1 and 0 significant vendors during the three months ended June 30, 2026 and 2025, respectively, and 1 and 0 significant vendors during the six months ended June 30, 2026 and 2025, respectively.

Pay-As-You-Go allows riders to pay for usage based on the duration per session. The single-use rental of the Company’s vehicles by riders is considered an operating lease pursuant to ASC 842, under which the Company is the lessor. The Company has fixed lease payments, in the form of unlock fees that are fixed charges to access the vehicles, and variable lease payments, in the form of per minute usage fees. The Company treats any credit, coupon, or rider incentives as a reduction to the revenue for the ride in the period to which it relates. As the lease term is less than one day, the Company recognizes fixed lease payments (i.e., the unlock fees) and variable lease payments (i.e., usage minus lease incentives), at the time the ride is complete, on the same day the lease commenced.

The Company also recognizes revenue pursuant to ASC 606, Revenue from Contracts with Customers. This primarily relates to LimePass which consists of minute bundles and LimePrime. Minute bundles allow for the purchase of discounted ride minutes, offered at different increments, which can be used across multiple rides for a period of time ranging from 1 to 30 days. LimePrime is a recurring monthly subscription that provides riders with benefits such as free unlocks and extended vehicle reservations. In addition, starting in the first quarter of 2026, the Company rolled out a new LimePrime option for unlimited flat-rate rides, up to 20 minutes each.

The services provided by the Company for fixed monthly subscriptions, such as LimePrime, are considered stand-ready performance obligations where riders benefit from the services evenly throughout the service period. Revenue is recognized on a ratable basis over the contractual period of the arrangement beginning when or as control of the promised services is transferred to the customer as this reflects the pattern of transfer for these services.

The Company also estimates the portion of customer rights that will never be redeemed (“breakage”) and for which there is no legal obligation to remit the value of the unredeemed balance to the relevant jurisdiction as unclaimed or abandoned property. To the extent the Company has a basis for estimating breakage, the Company will recognize the breakage amounts as revenue, proportionate to the pattern of rights exercised by the customer. However, as the Company does not have a basis for estimating breakage, the Company will recognize breakage revenue when the likelihood of customer redemption, based on historical experience or long periods of inactivity, is remote.

The Company’s revenue contracts do not result in significant obligations associated with returns, refunds or warranties. The Company’s payment terms are generally fixed and do not include variable revenues or consideration. LimePass arrangements are paid in advance resulting in a contract liability.

For both lease revenue and revenue from contracts with customers, the Company excludes all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue producing transaction and collected by the Company from a customer and remitted to governmental authorities. Accordingly, such amounts are not included as a component of revenue or cost of revenue.

Stock-based compensation expense is measured and recorded based on the grant-date fair value of the stock-based awards. The fair value of the shares of common stock underlying the stock options and restricted stock units (“RSUs”) on the grant date has been determined by the board of directors, as there was no public market for the underlying common stock at the time of issuance. The Company recognizes stock-based compensation expense for service-based awards on a straight-line basis over the requisite service period of the individual grant, generally equal to the vesting period. The Company records forfeitures as they occur.

The Company uses the Black-Scholes-Merton option-pricing model (“Black-Scholes model”) to determine the fair value of stock option awards. The Black-Scholes model requires the use of objective and subjective assumptions, including the fair value of common stock, expected volatility, risk free interest rate, expected dividend and option’s expected term of the underlying stock.

The Company estimates the fair value of RSUs based on the fair market value of the Company’s common stock on the date of grant. The RSUs granted by the Company include both a service-based and performance-based liquidity event vesting condition. Compensation cost related to these RSUs must be recognized over the requisite service period using the accelerated attribution method, if it is probable that the performance-based liquidity event vesting condition will be satisfied. The performance-based condition was satisfied as of June 30, 2026. Refer to Note 9 – Stock-Based Compensation for further details on the stock-based compensation recognized.

Deferred offering costs, which consist of direct incremental legal, accounting, consulting and other fees relating to an initial public offering, are capitalized. The deferred offering costs will be offset against initial public offering proceeds upon the consummation of the initial public offering in July 2026. As of June 30, 2026 and December 31, 2025, there were $13.5 million and $7.7 million, respectively, of deferred offering costs recorded within prepaid expenses and other current assets on the unaudited condensed consolidated balance sheet.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. This new standard is effective for the Company’s annual period beginning January 1, 2026. Upon adoption, the guidance can be applied prospectively or retrospectively. The Company is currently evaluating the impact of the guidance on the consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions within the income statement. In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) Clarifying the Effective Date. The amendments in this update may be applied either prospectively or retrospectively, and are effective for fiscal years beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is evaluating the impact that this guidance will have on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). ASU 2025-06 modernizes the accounting for costs related to internal-use software in ASC 350-40 to reflect the software development approaches currently used. Specifically, the FASB observed that software is not always developed in a linear manner, which is an underlying tenet of the existing internal-use software capitalization framework. To clarify how the guidance applies to both linear and nonlinear software development, the ASU removes all references to “development stages” from ASC 350-40 and changes the criteria to determine when development cost capitalization should begin. The amendments in this ASU are effective for fiscal years beginning after December 15, 2027, with early adoption permitted. Entities are permitted to apply the ASU on a prospective, retrospective or modified transition approach. The Company is currently evaluating the impact of adopting this new accounting guidance on its consolidated financial statements and related disclosures.