Form 8-K

8-K — Neutron Holdings, Inc.

Accession: 0001140361-26-031146

Filed: 2026-08-04

Period: 2026-08-04

CIK: 0001699963

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ef20079411_8k.htm (Primary)

EX-99.1 (ef20079411_ex99-1.htm)

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8-K

8-K (Primary)

Filename: ef20079411_8k.htm · Sequence: 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 4, 2026

NEUTRON HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-43374

81-4870517

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

444 Townsend Street, First Floor

San Francisco, California 94107

(Address of principal executive offices, including Zip Code)

(415) 449-4139

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol

Name of each exchange

on which registered

Common Stock, par value $0.0001 per share

LIME

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02

Results of Operations and Financial Condition.

On August 4, 2026, Neutron Holdings, Inc. issued a press release announcing its financial results for the second quarter ended June 30, 2026. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information set forth under this Item 2.02 and in the accompanying Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as otherwise expressly stated in such filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press Release, dated August 4, 2026, issued by Neutron Holdings, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NEUTRON HOLDINGS, INC.

Date: August 4, 2026

By:

/s/ Wayne Ting

Wayne Ting

Chief Executive Officer

EX-99.1

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Exhibit 99.1

Lime Announces Second Quarter 2026 Financial Results

Record Second Quarter Revenue of $304 Million, Up 24% YoY

Average Operational Fleet Grew 22% YoY to 407,707

Provides Strong Third Quarter and Full Year 2026 Guidance

SAN FRANCISCO, August 4, 2026 (GLOBE NEWSWIRE) -- Neutron Holdings, Inc. (“Lime”) (Nasdaq: LIME), the largest global shared micromobility business, today announced financial results for the quarter ended June 30, 2026.

“We are pleased to report record revenue and strong bottom line performance for our first quarter as a public company. The results were fueled by our competitive advantages made possible by our vertically integrated platform, continued investments in both existing and new markets and our initiatives to drive rider engagement,” said Wayne Ting, CEO. “Transportation is undergoing significant transformation, including the growth and adoption of micromobility, and Lime is the largest global shared micromobility business. We believe we’re still in the early stages of capturing this significant opportunity, and the Lime team continues to execute on our mission to build a future where transportation is shared, affordable and carbon-free.”

Second Quarter 2026 Financial and Operational Highlights

•

Revenue increased to $304 million, up 24% year-over-year.

•

Net Income of $295 million was positively impacted by one-time, IPO-related items.

•

Adjusted EBITDA of $84 million, representing a 28% margin.

•

Average Operational Fleet grew to 407,707 vehicles, an increase of 22% year-over-year.

Other Recent Developments Following the Quarter

•

Proceeds from the recent IPO strengthened Lime’s balance sheet through the paydown of all outstanding long-term debt.

•

Acquired Neuron Mobility’s Canadian operations subsequent to quarter end, expanding Lime’s operations in key cities and regions throughout Canada.

2026 Outlook

“We expect to deliver another solid quarter of growth and profitability in Q3, and for the full year,” said Ann Gugino, CFO. “We are particularly pleased with the positive unit economics we are seeing in different sized markets globally. Strong execution, robust demand trends and momentum across the business provide confidence in our full year outlook and reinforce our commitment to driving durable, profitable growth and creating long-term shareholder value.”

The Company provided the following guidance for the balance of 2026:

Third Quarter 2026

•

Revenue in the range of $340 million to $360 million.

•

Adjusted EBITDA in the range of $120 million to $130 million.

Full Year 2026

•

Revenue in the range of $1.04 billion to $1.10 billion.

•

Adjusted EBITDA in the range of $265 million to $285 million.

•

Capital expenditures of approximately $180 million to $185 million.

We have not provided the GAAP net income (loss) outlook or a reconciliation of Adjusted EBITDA outlook to GAAP net income (loss) as a result of the uncertainty regarding, and the potential variability of, reconciling items such as stock-based compensation, acquisition related expense, and unrealized foreign exchange gains or losses. Accordingly, a reconciliation of Adjusted EBITDA outlook to GAAP net income (loss) outlook is not available without unreasonable effort. However, it is important to note that the reconciling items could have a significant effect on future GAAP results. We have provided historical reconciliations of GAAP to non-GAAP financial measures in tables at the end of this release. For more information regarding the non-GAAP financial measures discussed in this earnings release, please see “Non-GAAP Financial Measures” below.

Webcast and conference call information

Lime will host a conference call to discuss the results, followed by Q&A, at 5:00 pm Eastern Time today, August 4, 2026. A live audio webcast and earnings release materials can be accessed on Lime’s Investor Relations page at https://investors.li.me/. The archived webcast will be available on our Investor Relations page shortly after the call.

About Lime

Lime’s mission is to build a future where transportation is shared, affordable and carbon-free. As the largest global shared micromobility business, Lime partners with cities to deploy e-bikes and e-scooters to serve shorter distance trips with sustainable transport options. Lime has powered more than one billion rides across five continents, spurring a new generation of clean alternatives to car ownership.

Contacts

Investor Relations

Investors@li.me

Media Relations

Press@li.me

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “shall,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “goal,” “objective,” “positions,” “seeks” or “continue,” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements in this release include, but are not limited to, statements regarding our future financial and operating performance, market opportunity, market trends, business strategy and plans, and GAAP and non-GAAP guidance. Our expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected, including those more fully described under the caption “Risk Factors” and elsewhere in our prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on July 2, 2026 and in other documents that we file with the SEC from time to time, including our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 that will be filed following this earnings release. All information provided in this release and in the attachments is as of the date of this press release and any forward-looking statements contained herein are based on assumptions that we believe to be reasonable as of this date. Undue reliance should not be placed on the forward-looking statements contained in this press release, which are based on information available to us as of the date hereof. We undertake no obligation to update any forward-looking statements, except as required by law.

Key Operating Metrics Definitions

•

Average Operational Fleet: Our operational fleet, defined as the total number of vehicles available on our platform, represents the average number of vehicles available for use for at least one hour per day during a specific period.

•

Revenue per Vehicle per Day (RVD): We define RVD as the average daily revenue generated by each operational vehicle in our fleet. This is calculated by taking the ratio of revenue to average operational fleet and then dividing by the number of days in the period.

•

Monthly Active Users (MAU): We define Monthly Active Users as the total number of unique riders who complete at least one e-scooter or e-bike trip on our platform at least once in a given month, averaged over each month in the measurement period.

Non-GAAP Financial Measures

To supplement our consolidated financial statements prepared and presented in accordance with GAAP, we use certain non-GAAP financial measures, as described below, to facilitate analysis of our financial and business trends and for internal planning and forecasting purposes.

We use Adjusted Gross Profit, Adjusted EBITDA and Free Cash Flow in conjunction with GAAP measures to evaluate our performance, inform our budgeting and capital allocation decisions, and assess the effectiveness of our business strategies. We believe these non-GAAP financial measures provide valuable insights to investors, enhancing their understanding of our historical performance and future potential. They also offer transparency into the metrics our management team utilizes for financial and operational decision-making. By presenting Adjusted Gross Profit, Adjusted EBITDA, and Free Cash Flow we aim to provide investors with a view of our business and financial performance through the lens of management, offering an additional tool for comparing our operational results across multiple periods.

It is important to note that our definitions of these non-GAAP financial measures may differ from similarly titled metrics used by other companies. Furthermore, other companies may not publish these or similar metrics. These metrics also have inherent limitations, as they exclude the impact of certain expenses reflected in our consolidated statements of operations. Therefore, Adjusted Gross Profit, Adjusted EBITDA and Free Cash Flow should be considered as supplementary information, and not as substitutes for, or in isolation from, measures prepared in accordance with GAAP.

Adjusted Gross Profit is defined as gross profit excluding depreciation and amortization. By removing these non-cash expenses, Adjusted Gross Profit can be used to evaluate the unit economic profile of the business, highlighting the profitability of each ride or city before accounting for the long-term allocation of asset costs. This approach helps in assessing the direct operational efficiency and profitability tied to the core activities that drive revenue. Adjusted Gross Margin is calculated by dividing Adjusted Gross Profit for a period by revenue for the same period.

Adjusted EBITDA is a key performance metric we use to assess our core operating performance and operating leverage by excluding items that are non-cash or are not indicative of our ongoing business results. It is calculated by starting with net income (loss) and then adjusted to exclude interest expense, income tax (including a discrete tax benefit resulting from the release of the valuation allowance on the Company's U.S. federal and state deferred tax assets), depreciation and amortization (which includes vehicle depreciation, non-vehicle depreciation, and the amortization of capitalized software and cloud computing arrangements), gain/loss on vehicle disposals, and stock-based compensation. Furthermore, we exclude other expense, net; this category encompasses the change in the fair value of our convertible notes issued in 2021, interest income, other miscellaneous income or expense and all realized and unrealized foreign exchange gains or losses. We also adjusted to exclude costs related to non-recurring IPO and public company readiness efforts and expenses related to acquisitions. By removing these specific financial, non-cash, and non-core operational items, Adjusted EBITDA provides a clearer view of the profitability and cash-generating potential of our fundamental business operations.

Free Cash Flow is defined as net cash provided by operating activities less capital expenditures for vehicle and non-vehicle assets.

A reconciliation is provided at the end of this press release for each historical non-GAAP financial measure to the most directly comparable financial measure stated in accordance with U.S. GAAP. We encourage investors to review the related U.S. GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable U.S. GAAP financial measures, and not to rely on any single financial measure to evaluate our business.

NEUTRON HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

(Unaudited)

As of June 30, 2026

As of December 31, 2025

Assets

Current assets:

Cash and cash equivalents

$ 278,065

$ 339,825

Short-term restricted cash

55,671

69,470

Accounts receivable, net

27,900

8,145

Deposits

1,285

225

Prepaid expenses and other current assets

113,890

69,175

Total current assets

476,811

486,840

Property and equipment, net

332,499

254,517

Long-term restricted cash

5,457

6,006

Operating lease right-of-use assets

40,029

29,952

Deferred tax assets

303,289

8,623

Other long-term assets

17,649

8,349

Total assets

$ 1,175,734

$ 794,287

Liabilities, Convertible Preferred Stock and Stockholders’ Equity (Deficit)

Current liabilities:

Accounts payable

$ 9,304

$ 8,211

Accrued liabilities

106,870

82,061

Accrued compensation

14,565

21,245

Accrued taxes

36,203

25,559

Operating lease liabilities, current

11,508

10,783

Contract liabilities

5,661

6,301

Term loan, current

114,622

113,866

2021 Notes, current

—

660,324

Total current liabilities

298,733

928,350

2020 Notes

—

207,885

Operating lease liabilities, non-current

30,138

20,033

Other long-term liabilities

50,659

45,372

Total liabilities

379,530

1,201,640

Convertible preferred stock, $0.0001 par value, 20,846,055 shares authorized, 6,916,489 shares issued and outstanding as of December 31, 2025 and June 30, 2026 respectively, aggregate liquidation preference of $260,970 as of June 30, 2026

114,027

Stockholders’ equity (deficit)

Common stock, $0.0001 par value, 80,357,143 shares authorized, 10,847,267 and 50,819,969 issued and outstanding as of December 31, 2025 and June 30, 2026, respectively

Additional paid-in capital

1,182,730

233,705

Accumulated other comprehensive income (loss)

10,525

(9,910 )

Accumulated deficit

(511,083 )

(745,176 )

Total stockholders’ equity (deficit)

682,177

(521,380 )

Total liabilities, convertible preferred stock and stockholders’ equity (deficit)

$ 1,175,734

$ 794,287

NEUTRON HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

(Unaudited)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Revenue

$ 304,224

$ 246,068

$ 474,374

$ 375,083

Cost of revenue

175,173

136,970

300,732

237,100

Gross profit

$ 129,051

$ 109,098

$ 173,642

$ 137,983

Operating expenses:

Selling, general and administrative

67,260

39,921

112,265

75,835

Operations and support

17,738

13,604

31,129

25,445

Research and development

31,243

14,031

46,470

26,583

Total operating expenses

116,241

67,556

189,864

127,863

Operating profit (loss)

12,810

41,542

(16,222 )

10,120

Interest expense

(3,961 )

(5,155 )

(9,120 )

(10,278 )

Other expense, net

(11,903 )

(12,530 )

(37,142 )

(29,612 )

(Loss) income before income taxes

(3,054 )

23,857

(62,484 )

(29,770 )

(Benefit from) provision for income taxes

(298,433 )

3,352

(296,577 )

5,689

Net income (loss)

$ 295,379

$ 20,505

$ 234,093

$ (35,459 )

Net income (loss) per share attributable to common stockholders

Basic

$ 26.70

$ 2.15

$ 22.08

$ (3.74 )

Diluted

$ 4.73

$ 0.71

$ 5.47

$ (3.74 )

Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted

Basic

11,062,716

9,557,137

10,599,919

9,486,896

Diluted

62,881,519

31,348,696

48,056,431

9,486,896

NEUTRON HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Cash flows from operating activities

Net income (loss)

$ 295,379

$ 20,505

$ 234,093

$ (35,459 )

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

30,017

28,501

60,357

56,854

Stock-based compensation

38,079

2,969

40,721

6,121

Amortization of debt discount and debt issuance costs

439

437

878

873

Non-cash interest expense on convertible notes

1,716

1,700

3,416

3,400

Unrealized foreign currency gains, net

(5,566 )

(17,823 )

(1,474 )

(26,823 )

Deferred income taxes

(294,460 )

(384 )

(294,878 )

(1,335 )

Loss on vehicle asset disposals

361

310

542

415

Loss on change in fair value of the 2021 Notes

240

30,754

25,239

57,554

Cumulative loss of instrument-specific credit risk related to settlement of 2021 Notes

19,868

Other, net

325

847

1,011

1,815

Changes in operating assets and liabilities:

Accounts receivable, net

(14,300 )

(6,011 )

(18,292 )

(12,339 )

Prepaid expenses and other assets

(31,020 )

(6,027 )

(47,306 )

2,384

Accounts payable

3,076

1,849

985

(1,031 )

Accrued and other liabilities

27,439

29,640

24,131

14,223

Net cash provided by operating activities

71,593

87,267

49,291

66,652

Cash flows from investing activities

Purchases of vehicle assets

(70,028 )

(31,742 )

(122,562 )

(80,180 )

Tariff refund for vehicle assets

535

Purchases of non-vehicle assets

(6,234 )

(3,254 )

(10,589 )

(6,355 )

Net cash used by investing activities

(75,727 )

(34,996 )

(132,616 )

(86,535 )

Cash flows from financing activities

Proceeds from exercises of stock options and other common stock issuances

928

829

3,989

2,741

Proceeds from exercises of preferred stock warrants

Proceeds from exercises of common stock warrants

183

391

Settlement of promissory notes issued in exchange for the early exercise of stock options

9,100

Deferred offering costs paid

(2,746 )

(5,585 )

Net cash (used by) provided by financing activities

(1,635 )

884

7,895

2,796

Effect of exchange rate changes on cash and cash equivalents, and restricted cash

1,055

8,299

(678 )

11,050

Net (decrease) increase in cash and cash equivalents, and restricted cash

(4,714 )

61,454

(76,108 )

(6,037 )

Cash and cash equivalents, and restricted cash, beginning of period

343,907

232,841

415,301

300,332

Cash and cash equivalents, and restricted cash, end of period

$ 339,193

$ 294,295

$ 339,193

$ 294,295

NEUTRON HOLDINGS, INC.

NON-GAAP FINANCIAL MEASURES

(in thousands)

(Unaudited)

Adjusted Gross Profit:

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Gross Profit

$ 129,051

$ 109,098

$ 173,642

$ 137,983

Gross Margin (as a percentage of revenue)

42.4 %

44.3 %

36.6 %

36.8 %

Add:

Depreciation and amortization - included in cost of revenue

29,035

27,586

58,466

55,066

Loss on vehicle asset disposals

361

310

542

415

Adjusted Gross Profit

$ 158,447

$ 136,994

$ 232,650

$ 193,464

Adjusted Gross Margin (as a percentage of revenue)

52.1 %

55.7 %

49.0 %

51.6 %

Adjusted EBITDA:

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Net income (loss)

$ 295,379

$ 20,505

$ 234,093

$ (35,459 )

Adjusted to exclude the following:

Interest expense

3,961

5,155

9,120

10,278

Provision for income taxes

(1)

(298,433 )

3,352

(296,577 )

5,689

Depreciation and amortization

(2)

30,383

29,353

61,319

58,671

Stock-based compensation

38,079

2,969

40,721

6,121

Other expense, net

11,903

12,530

37,142

29,612

Loss on vehicle asset disposals

361

310

542

415

IPO and public company readiness costs

2,163

2,005

4,917

2,987

Acquisition related expenses

401

Adjusted EBITDA

$ 84,197

$ 76,179

$ 91,678

$ 78,314

Note: 1 Includes a discrete tax benefit resulting from the release of the valuation allowance on the Company's U.S. federal and state deferred tax assets. 2 Includes amortization related to cloud computing arrangements.

Free Cash Flow:

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Net cash provided by operating activities

$ 71,593

$ 87,267

$ 49,291

$ 66,652

Capital expenditures

(75,727 )

(34,996 )

(132,616 )

(86,535 )

Free cash flow

$ (4,134 )

$ 52,271

$ (83,325 )

$ (19,883 )

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