Initial Statement of Beneficial Ownership (Form 3)

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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(Print or Type Responses)

1. Name and Address of Reporting Person * Bao Zhoujia 2. Date of Event Requiring Statement (Month/Day/Year) 06/30/2026 3. Issuer Name and Ticker or Trading Symbol Neutron Holdings, Inc. [LIME] (Last) (First) (Middle) C/O NEUTRON HOLDINGS, INC., 444 TOWNSEND STREET, FL 1 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 Original Filed (Month/Day/Year) (Street) SAN FRANCISCO, CA 94107 6. Individual or Joint/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) 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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Bao Zhoujia C/O NEUTRON HOLDINGS, INC. 444 TOWNSEND STREET, FL 1 SAN FRANCISCO, CA 94107	X

Signatures

/s/ Susie Giordano, Attorney-in-Fact		06/30/2026
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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.

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