07/02/2026 | Press release | Distributed by Public on 07/02/2026 16:50
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| 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 | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Bao Zhoujia C/O NEUTRON HOLDINGS, INC. 444 TOWNSEND STREET, FL 1 SAN FRANCISCO, CA 94107 |
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| /s/ Susie Giordano, Attorney-in-Fact | 07/02/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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. |