As filed with the U.S. Securities and Exchange Commission on July 13, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Neutron Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 81-4870517 | ||||
(State or other jurisdiction of Incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
444 Townsend Street, First Floor
San Francisco, California 94107
(415) 449-4139
(Address of Principal Executive Offices) (Zip Code)
Neutron Holdings, Inc. 2017 Stock Incentive Plan
(Full title of the plan)
Wayne Ting
Chief Executive Officer
Neutron Holdings, Inc.
444 Townsend Street, First Floor
San Francisco, California 94107
(415) 449-4139
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Tad J. Freese Sarah B. Axtell Latham & Watkins LLP 801 Jefferson Avenue, Suite 300 Redwood City, California 94063 (650) 328-4600 | Susie Giordano Luke Rachlin Daniel Yao T. Mitchell Hughes Neutron Holdings, Inc. 444 Townsend Street, First Floor San Francisco, California 94107 (415) 449-4139 | |||||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | ||||||||
| Non-accelerated filer | ☒ | Smaller reporting company | ☐ | ||||||||
| 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 7(a)(2)(B) of the Securities Act. o
EXPLANATORY NOTE
Neutron Holdings, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 (this “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) for the purpose of registering an additional 3,058,624 shares of common stock, par value $0.0001 per share (“common stock”), issuable upon exercise of outstanding stock options pursuant to the Registrant’s 2017 Stock Incentive Plan, as amended (the “2017 Plan”) and an additional 1,506,587 shares of common stock issuable upon vesting and settlement of outstanding restricted stock units pursuant to the 2017 Plan, and for which the Registrant’s Registration Statement on Form S-8 (File No. 333-297181, as amended by Post-Effective Amendment No. 1) relating to the same employee benefit plan is effective.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The contents of the Registration Statement on Form S-8 (File No. 333-297181, as amended by Post-Effective Amendment No. 1) filed with the SEC relating to the 2017 Plan are incorporated herein by reference.
Item 8. Exhibits.
| Incorporated by Reference | ||||||||||||||||||||||||||||||||
Exhibit Number | Exhibit Description | Form | File Number | Exhibit | Filing Date | |||||||||||||||||||||||||||
| 4.1 | 8-K | 001-43374 | 3.1 | July 6, 2026 | ||||||||||||||||||||||||||||
| 4.2 | 8-K | 001-43374 | 3.2 | July 6, 2026 | ||||||||||||||||||||||||||||
| 4.3 | S-1/A | 333-295679 | 4.1 | June 22, 2026 | ||||||||||||||||||||||||||||
| 5.1* | ||||||||||||||||||||||||||||||||
| 23.1* | ||||||||||||||||||||||||||||||||
| 23.2* | ||||||||||||||||||||||||||||||||
| 24.1* | ||||||||||||||||||||||||||||||||
| 99.1# | S-1 | 333-295679 | 10.1 | May 8, 2026 | ||||||||||||||||||||||||||||
| 107* | ||||||||||||||||||||||||||||||||
__________________
* Filed herewith.
# Indicates management contract or compensatory plan.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on this 13th day of July, 2026.
| NEUTRON HOLDINGS, INC. | |||||||||||
| By: | /s/ Wayne Ting | ||||||||||
| Name: | Wayne Ting | ||||||||||
| Title: | Chief Executive Officer | ||||||||||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Wayne Ting, Ann Gugino, and Susie Giordano, each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in their name, place, or stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments), and to sign any registration statement for the same offering covered by this registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his, her, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||||||||||||
/s/ Wayne Ting | Chief Executive Officer and Director (Principal Executive Officer) | July 13, 2026 | ||||||||||||
Wayne Ting | ||||||||||||||
/s/ Ann Gugino | Chief Financial Officer (Principal Financial Officer) | July 13, 2026 | ||||||||||||
Ann Gugino | ||||||||||||||
/s/ Michael Ryan | Chief Accounting Officer (Principal Accounting Officer) | July 13, 2026 | ||||||||||||
Michael Ryan | ||||||||||||||
/s/ Zhoujia Brad Bao | Director | July 13, 2026 | ||||||||||||
Zhoujia Brad Bao | ||||||||||||||
/s/ Elizabeth Hamren | Director | July 13, 2026 | ||||||||||||
Elizabeth Hamren | ||||||||||||||
/s/ Andrew Macdonald | Director | July 13, 2026 | ||||||||||||
Andrew Macdonald | ||||||||||||||
/s/ Brandon Pedersen | Director | July 13, 2026 | ||||||||||||
Brandon Pedersen | ||||||||||||||
/s/ James Rowan | Director | July 13, 2026 | ||||||||||||
James Rowan | ||||||||||||||
/s/ Sarah Smith | Director | July 13, 2026 | ||||||||||||
Sarah Smith | ||||||||||||||
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Calculation of Filing Fee Tables |
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Table 1: Newly Registered Securities |
|---|
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Security Type |
Security Class Title |
Fee Calculation Rule |
Amount Registered |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee |
|
|---|---|---|---|---|---|---|---|---|
| 1 |
|
|
|
|
$
|
$
|
|
$
|
| 2 |
|
|
|
|
$
|
$
|
|
$
|
|
Total Offering Amounts: |
$
|
$
|
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Total Fee Offsets: |
$
|
|||||||
|
Net Fee Due: |
$
|
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|
Offering Note |
|
1 |
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2 |
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| Table 2: Fee Offset Claims and Sources |
|---|
| Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Fee Offset Source | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Rule 457(p) | |||||||||||||
| Fee Offset Claims | |||||||||||||
| Fee Offset Sources | |||||||||||||
Exhibit 5.1
801 Jefferson Avenue, Suite 300 Redwood City, California 94063 Tel: +1.650.328.4600 www.lw.com | ||||||||||||||
 | FIRM / AFFILIATE OFFICES | |||||||||||||
Austin Beijing Boston Brussels Chicago Dubai Düsseldorf Frankfurt Hamburg Hong Kong Houston London Los Angeles Madrid | Milan Munich New York Orange County Paris Riyadh San Diego San Francisco Seoul Silicon Valley Singapore Tel Aviv Tokyo Washington, D.C. | |||||||||||||
July 13, 2026
Neutron Holdings, Inc.
444 Townsend Street, First Floor
San Francisco, California 94107
| Re: | Registration Statement on Form S-8 | ||||
To the addressee set forth above:
We have acted as special counsel to Neutron Holdings, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company on the date hereof with the Securities and Exchange Commission (the “Commission”) of a Registration Statement (the “Registration Statement”) on Form S-8 under the Securities Act of 1933, as amended (the “Act”), relating to the issuance of up to 4,565,211 shares (the “Shares”) of common stock, $0.0001 par value per share (the “Common Stock”), which may be issued pursuant to the Company’s 2017 Stock Incentive Plan (as amended, the “2017 Plan”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related Prospectus, other than as expressly stated herein with respect to the issue of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that as of the date hereof, when the Shares shall have been duly registered on the books of the transfer
July 13, 2026
Page 2
agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by the Company for legal consideration of not less than par value in the circumstances contemplated by the 2017 Plan, assuming that the individual issuances, grants or awards under the 2017 Plan are duly authorized by all necessary corporate action and duly issued, granted or awarded and exercised in accordance with the requirements of law and the 2017 Plan (and the agreements duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and non-assessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
| Sincerely, | |||||
| /s/ Latham & Watkins LLP | |||||
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the use of our report dated March 19, 2026, except for Note 17, as to which the date is May 7, 2026, and the reverse stock splits described in Note 1 and the subsequent events described in Note 18, as to which the date is June 22, 2026, with respect to the consolidated financial statements of Neutron Holdings, Inc., incorporated herein by reference.
/s/ KPMG LLP
San Francisco, California
July 13, 2026