Neutron Holdings, Inc.

This prospectus contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding our strategy, future financial condition, future operations, expected costs, prospects, plans, objectives of management and expected market growth, are forward-looking statements. 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 contained in this prospectus include, but are not limited to, statements about:

•our future financial performance, including our expectations regarding our revenue, expenses and other results of operations, and our ability to achieve and maintain future profitability;

•our ability to acquire new riders and grow our rider base;

•our ability to successfully retain existing riders and expand usage within our existing rider base;

•our expectations with respect to the performance of our products, including the safety, availability and reliability of our fleet;

•our ability to obtain, maintain and renew permits to operate;

•our ability to comply with the terms of our permits;

•the anticipated impact of adding fleet within a city;

•our ability to predict rider demand and reposition vehicles accordingly;

•our ability to manage, improve and optimize our logistics;

•our ability to provide a satisfactory customer support experience;

•the safety, affordability, and convenience of our platform and our offerings;

•investments to develop and enhance our business;

•our expectations regarding our ability to expand;

•our ability to avoid or remediate design or manufacturing defects;

•our ability to effectively manage our growth;

•investments in our business, our anticipated capital expenditures and our estimates regarding our capital requirements;

•the estimated size of our market opportunity;

•the impact of seasonal variations and other weather patterns;

•investments in our sales and marketing efforts;

•future acquisitions or investments in complementary companies, products, services or technologies and our ability to successfully integrate such companies or assets;

•our ability to prevent disturbance to our information technology systems;

•our ability to successfully defend regulatory actions or assessments or claims and litigation brought against us;

•our ability to maintain insurance coverage;

•our ability to comply with laws and regulations that currently apply or become applicable to our business around the world;

•our ability to remediate material weaknesses in our internal controls over financial reporting;

•economic and industry trends and other macroeconomic factors, such as fluctuating interest rates and rising inflation;

•the impact of geopolitical changes or tensions, political conflicts and other global financial, economic, and political events and wars, and global pandemics or health crises on our industry, business, financial condition, results of operations and prospects;

•our expected use of proceeds from this offering; and

•other risks and uncertainties described in this prospectus, including those under the section titled “Risk Factors.”

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this prospectus primarily on our current expectations, estimates, forecasts, and projections about future events and trends that we believe may affect our business, financial condition, results of operations and prospects. Although we believe that we have a reasonable basis for each forward-looking statement contained in this prospectus, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur at all. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section titled “Risk Factors” and elsewhere in this prospectus. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this prospectus. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.