The following six risks are the most material to investment outcomes in this offering, distinguished by whether they are existential to the business if unresolved or represent ongoing structural headwinds.

Going-concern and debt resolution [Existential if IPO fails]. KPMG's going-concern qualification cites approximately $675.8 million in obligations due within twelve months of December 31, 2025 against $339.8 million of cash.¹ The 2021 Notes auto-convert to equity at IPO (eliminating the cash obligation), and the term loan is repaid with IPO proceeds. If the offering does not close — or closes at terms where the company cannot address the 2020 Notes ($209.6 million, remaining post-IPO) — the resolution mechanism fails and the company lacks sufficient liquidity to service obligations.
2021 Notes conversion dilution [Quantifiable at pricing, material]. The $682.9 million of 2021 Notes (March 31, 2026 fair value) convert to equity at the lesser of (i) 80% of IPO price or (ii) $1.5 billion divided by total fully-diluted shares at conversion.¹ At approximately 18.5 billion pre-conversion fully-diluted shares, the $1.5 billion cap implies a conversion price near $0.08 per share, potentially generating 8-10 billion additional shares. Investors must compute post-conversion per-share metrics using the pricing range when disclosed — not the pre-conversion share count.
Permit dependency and market-level revocation [Existential at individual market level]. Nearly all operations require city permits subject to competitive renewal; cities retain unilateral revocation authority.¹ Paris eliminated all e-scooter operators in 2023. Madrid revoked all e-scooter permits in 2024. Prague banned shared e-scooter parking citywide effective January 2026. The US (32%), UK (22%), and France (10%) together represent 64% of FY2025 revenue; a single major-market permit loss would be materially revenue-impairing without operational remedy.
GAAP profitability gap [Structural, expected to resolve post-IPO]. Despite $218.1 million Adjusted EBITDA in 2025, GAAP net loss was $59.3 million — driven primarily by $99.0 million in other expense, net, the majority of which is the non-cash fair-value change on the 2021 Notes ($125.0 million in 2025).¹ This accounting charge disappears at IPO when the notes convert. The 2020 Notes ($209.6 million) will continue to generate ~$14-17 million in annual cash interest expense post-IPO.
Uber partnership concentration and related-party dynamics [Structural headwind]. Uber generates approximately 14% of revenue as a channel partner, holds equity in Lime, holds the $85 million 2020 Uber Note, and has a board presence.¹ Any adverse renegotiation, termination, or modification of the Uber partnership would directly impair revenue and the low-cost customer acquisition channel. Uber's own strategic interests in mobility may not permanently align with Lime's.
Seasonality and weather concentration [Structural, recurring]. Q2-Q3 are Lime's peak revenue periods in the Northern Hemisphere; Q1 and Q4 are structurally weak. Q1 2026 operating loss was $(29.0) million despite 32% revenue growth, versus FY2025 full-year operating income of $70.4 million.¹ Sustained adverse weather during summer peak periods — exacerbated by climate change — could disproportionately impair full-year results.

"The Company has significant debt payments due within one year after the date that the consolidated financial statements are issued and faces uncertainty regarding its ability to make those payments or refinance the debt, which raises substantial doubt about its ability to continue as a going concern."
— KPMG Going Concern Note, Neutron Holdings S-1 Registration Statement¹

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