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Neutron Holdings (NASDAQ: LIME) IPO raises $167M and secures $200M revolver

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Neutron Holdings, Inc. completed its initial public offering and put in place new long-term financing arrangements. The company sold 6,679,791 shares of common stock at $25.00 per share, alongside 276,731 shares sold by existing stockholders, for an IPO total of 6,956,522 shares. Gross proceeds to Neutron were approximately $167 million before underwriting discounts and expenses.

The company used part of the IPO proceeds to fully repay a $115.0 million senior secured term loan, terminating that facility and related guarantees. Neutron also entered into a new $200.0 million senior secured revolving credit facility maturing in July 2031, with interest based on a leverage-linked grid and covenants including a maximum total net leverage ratio of 3.25 to 1.00 and a minimum fixed charge coverage ratio of 1.25 to 1.00 from the quarter ending September 30, 2026. In connection with the IPO, amended and restated charter and bylaw documents became effective.

Positive

  • IPO capital raise and deleveraging: The company generated approximately $167 million of gross IPO proceeds at $25.00 per share and used a portion to fully repay a $115.0 million senior secured term loan, simplifying its capital structure and removing related guarantees.

Negative

  • None.

Insights

Neutron pairs IPO equity capital with a new revolving credit line while retiring prior term debt.

Neutron Holdings raised about $167 million of gross proceeds in its IPO and simultaneously reworked its balance sheet. Part of the equity capital repaid a $115.0 million senior secured term loan, removing associated liens and a third-party guaranty.

The company also arranged a $200.0 million senior secured revolving credit facility maturing in July 2031. Pricing is tied to a total net leverage grid, and covenants include a maximum leverage of 3.25 to 1.00 and minimum fixed charge coverage of 1.25 to 1.00 from the quarter ending September 30, 2026. This structure provides committed liquidity while imposing ongoing leverage and coverage discipline.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
IPO shares sold (total) 6,956,522 shares Initial public offering of common stock
IPO price $25.00 per share Price to the public for IPO shares
Gross IPO proceeds to company approximately $167 million Before underwriting discounts and offering expenses
Revolving credit facility size $200.0 million New senior secured revolving credit facility
Revolver maturity July 2031 Final maturity of new credit facility
Repaid term loan principal $115.0 million Senior secured term loan repaid using IPO proceeds
Maximum total net leverage ratio 3.25 to 1.00 Financial covenant from quarter ending September 30, 2026
Minimum fixed charge coverage ratio 1.25 to 1.00 Financial covenant from quarter ending September 30, 2026
senior secured revolving credit facility financial
"entered into a new $200.0 million senior secured revolving credit facility"
A senior secured revolving credit facility is a multi‑use bank lending line that a company can draw, repay and redraw as needed, backed by specific assets and ranked first in repayment order if the company defaults. Think of it like a collateralized credit card that gives flexible short‑term cash while lenders hold priority to recover their money; investors watch it because it affects a company’s liquidity, borrowing cost, and who gets paid first in financial distress.
Term SOFR financial
"Borrowings under the Credit Facility are available as Term SOFR or base rate loans."
Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.
total net leverage ratio financial
"require the Company to not exceed a maximum total net leverage ratio for any period"
Total net leverage ratio measures how much a company owes after using its cash, compared with the cash it generates in a year; it is usually calculated by subtracting cash from total debt and dividing that net debt by annual operating cash flow or earnings. Investors use it like a debt-to-income check for a household — a higher number means the company may struggle to cover obligations and is riskier, while a lower number suggests more cushion and financial flexibility.
fixed charge coverage ratio financial
"to maintain a minimum fixed charge coverage ratio for any period of four consecutive fiscal quarters"
A fixed charge coverage ratio measures how well a company's operating income can cover its fixed, recurring obligations like interest payments and lease costs. Think of it as a safety margin — the higher the number, the more comfortably a business can pay steady bills from its normal earnings, which matters to investors because it signals financial stability, lower default risk, and greater ability to withstand revenue dips.
commitment fee financial
"The Credit Facility also has a variable commitment fee, which is based on the Company’s total net leverage ratio."
A commitment fee is a charge a lender applies to a borrower for keeping a loan or line of credit available, even before any money is drawn. Think of it as a reservation fee for borrowing power; the borrower pays to ensure funds will be there when needed. Investors care because it adds to a company’s borrowing cost, affects cash flow and liquidity, and can signal lenders’ willingness to extend credit.
amended and restated certificate of incorporation regulatory
"the Company filed an amended and restated certificate of incorporation"
A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.
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FAQ

How much did Neutron Holdings (LIME) raise in its IPO?
Neutron Holdings raised approximately $167 million in gross proceeds from selling 6,679,791 shares at $25.00 per share. This excludes underwriting discounts and estimated offering expenses payable by the company.

How many Neutron Holdings (LIME) shares were sold in the IPO and by whom?
A total of 6,956,522 shares of common stock were sold. Neutron Holdings sold 6,679,791 shares, while certain selling stockholders sold 276,731 shares. The company received proceeds only from the shares it sold.

What new credit facility did Neutron Holdings (LIME) enter into?
Neutron Holdings entered into a new $200.0 million senior secured revolving credit facility with JPMorgan Chase Bank as administrative agent. It is secured by substantially all company assets and matures in July 2031, with interest tied to a leverage-based pricing grid.

What debt did Neutron Holdings (LIME) repay with IPO proceeds?
The company fully repaid its $115.0 million senior secured term loan under the Diameter Credit Agreement using a portion of IPO proceeds. This repayment terminated the agreement and released all related liens, security interests, guarantees, and the guaranty by Uber Technologies, Inc.

What financial covenants apply to Neutron Holdings (LIME) under the new credit facility?
The new facility requires Neutron to maintain a maximum total net leverage ratio of 3.25 to 1.00 and a minimum fixed charge coverage ratio of 1.25 to 1.00 for rolling four-quarter periods beginning with the quarter ending September 30, 2026.

Did Neutron Holdings (LIME) change its charter and bylaws in connection with the IPO?
Yes. An amended and restated certificate of incorporation and amended and restated bylaws became effective on July 2, 2026, immediately before the IPO closing. Their material terms are described in the company’s Form S-1 "Description of Securities" section.

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): July 2, 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)
Registrant’s telephone number, including area code: (415) 449-4139
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 shareLIMEThe 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 1.01 Entry into a Material Definitive Agreement.
On July 2, 2026, Neutron Holdings, Inc. (the “Company”) entered into a new $200.0 million senior secured revolving credit facility (the “Credit Facility”) pursuant to a credit agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), and the lenders from time to time party thereto. As of the date hereof, there was no amount borrowed under the Credit Facility.
The Credit Facility will be secured by liens on substantially all of the assets of the Company, including the intellectual property of the Company and the equity interests of certain of the Company’s direct subsidiaries.
The Credit Agreement contains certain affirmative and negative covenants, including, among other things, restrictions on indebtedness, liens on assets, issuance of preferred equity interests, fundamental changes and asset sales, investments, negative pledges, repurchase of stock, dividends and other distributions, sale and leaseback transactions, and transactions with affiliates. In addition, the Credit Agreement also contains financial covenants that require the Company to not exceed a maximum total net leverage ratio for any period of four consecutive fiscal quarters ending on the last day of any fiscal quarter, commencing with the fiscal quarter ending September 30, 2026, of 3.25 to 1.00 and to maintain a minimum fixed charge coverage ratio for any period of four consecutive fiscal quarters ending on the last day of any fiscal quarter, commencing with the fiscal quarter ending September 30, 2026, of no less than 1.25 to 1.00.
Borrowings under the Credit Facility are available as Term SOFR or base rate loans. Base rate loans under the Credit Facility accrue interest at an alternate base rate plus an applicable margin, and Term SOFR loans accrue interest at a forward-looking rate based on SOFR plus an applicable margin, each of which is set forth in the Credit Agreement. The alternate base rate represents the greater of (i) the prime rate, (ii) the Federal Reserve Bank of New York overnight rate plus 0.5% and (iii) the one-month Term SOFR rate plus 1.0%. The applicable rate for base rate and Term SOFR loans is tied to a pricing grid based on the Company’s total net leverage ratio. The applicable rate spread for base rate and Term SOFR loans ranges from 0.50% to 1.25% and 1.50% to 2.25%, respectively.
The Credit Facility also has a variable commitment fee, which is based on the Company’s total net leverage ratio. The commitment fee ranges from 0.25% to 0.40% per annum. The Company is obligated to pay a fixed fronting fee for letters of credit not to exceed 0.125% per annum.
Amounts borrowed under the Credit Facility may be repaid and re-borrowed through its maturity in July 2031.
The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the copy of such agreement that is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
The Company used a portion of the net proceeds received by the Company in the initial public offering (the “IPO”) of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), to repay in full all amounts outstanding under its senior secured term loan facility, in an aggregate principal amount of $115.0 million, provided for by that certain credit agreement, dated as of October 5, 2023 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the “Diameter Credit Agreement”), by and among the Company, the lenders party thereto, Alter Domus (US) LLC, as administrative agent, and Diameter Finance Administration LLC, as collateral agent.
Following such repayment, the Company’s obligations under the Diameter Credit Agreement were terminated and all liens, security interests and guarantees securing or guaranteeing such obligations were released, including those set forth in that certain Guaranty, dated October 5, 2023, by Uber Technologies, Inc. in favor of and for the benefit of Alter Domus (US) LLC, as initial administrative agent, and Diameter Finance Administration LLC, as collateral agent.


Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information described in Item 1.01 above relating to the Credit Agreement is incorporated herein by reference into this Item 2.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Amendment and Restatement of Certificate of Incorporation
On July 2, 2026, the Company filed an amended and restated certificate of incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware in connection with the closing of the IPO. The Company’s board of directors and stockholders previously approved the Restated Certificate to be effective immediately prior to the closing of the IPO.
Amendment and Restatement of Bylaws
On July 2, 2026, the Company’s amended and restated bylaws (the “Restated Bylaws”) became effective in connection with the closing of the IPO. The Company’s board of directors and stockholders previously approved the Restated Bylaws to be effective immediately prior to the closing of the IPO.
A description of the material terms of the Restated Certificate and Restated Bylaws can be found in the section of the Company’s registration statement on Form S-1 (File No. 333-295679) entitled “Description of Securities,” and is incorporated herein by reference. The descriptions of the Restated Certificate and the Restated Bylaws are qualified in their entirety by reference to the complete terms and conditions of the Restated Certificate and the Restated Bylaws, which are attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference.
Item 8.01 Other Events.
On July 2, 2026, the Company completed its initial public offering of an aggregate of 6,956,522 shares of Common Stock at a price to the public of $25.00 per share, 6,679,791 of which shares were sold by the Company and 276,731 of which shares were sold by certain selling stockholders. The gross proceeds to the Company from the initial public offering were approximately $167 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company did not receive any proceeds from the sale of shares of Common Stock in the offering by the selling stockholders.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibits are being filed herewith:
Exhibit No.Description
3.1
Amended and Restated Certificate of Incorporation of Neutron Holdings, Inc.
3.2
Amended and Restated Bylaws of Neutron Holdings, Inc.
10.1^
Credit Agreement, dated July 2, 2026, by and among Neutron Holdings, Inc., the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent.
______________________
^   Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.


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: July 6, 2026By:/s/ Ann Gugino
Ann Gugino
Chief Financial Officer

Source: View Original Filing on SEC EDGAR

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