SEC Comment Letter 0000000000-24-003859 to Neptune REM, LLC (CIK 0001992001)
Neptune REM, LLC (CIK 0001992001)
Date: April 10, 2024 · CIK: 0001992001 · Accession: 0000000000-24-003859
AI Filing Summary & Sentiment
File numbers found in text: 024-12356
Letter
United States securities and exchange commission logo April 9, 2024 Kevin Cottrell Chief Executive Officer of Terra Mint Group, Corp. Neptune REM, LLC 30 N. Gould St. Suite R Sheridan, WY 82801 Re:Neptune REM, LLC Amendment No. 2 to Offering Statement on Form 1-A Filed March 14, 2024 File No. 024-12356 Dear Kevin Cottrell: We have reviewed your amended offering statement and have the following comments. Please respond to this letter by amending your offering statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your offering statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our February 27, 2024 letter. Amendment No. 2 to Offering Statement on Form 1-A filed March 14, 2024 General 1.Please update your financial statements in an amended filing. Reference is made to paragraph (b)(3)(A) and (c)(1) of Part F/S in Form 1-A. Compensation of Directors and Executive Officers, page 51 2.We note your response to comment 5. Please clarify that the compensation paid to Kevin Cottrell and Chris Gerardi reflects all compensation awarded to, earned by, or paid to those officers for December 31, 2023. Also clarify if any asset management fees or property management fees were awarded or earned as of December 31, 2023. Finally, briefly clarify who will pay the noted sourcing fees for the four series properties.
FirstName LastNameKevin Cottrell Comapany NameNeptune REM, LLC April 9, 2024 Page 2 FirstName LastName Kevin Cottrell Neptune REM, LLC April 9, 2024 Page 2 Security Ownership of Management and Certain Security Holders, page 52 3.We note your response to comment 6. Please revise to clarify your footnote 1 reference in the beneficial ownership table on page 52. Please contact Ronald (Ron) E. Alper at 202-551-3329 or David Link at 202-551-3356 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Jill Wallach
Show Raw Text
United States securities and exchange commission logo
April 9, 2024
Kevin Cottrell
Chief Executive Officer of Terra Mint Group, Corp.
Neptune REM, LLC
30 N. Gould St. Suite R
Sheridan, WY 82801
Re:Neptune REM, LLC
Amendment No. 2 to Offering Statement on Form 1-A
Filed March 14, 2024
File No. 024-12356
Dear Kevin Cottrell:
We have reviewed your amended offering statement and have the following comments.
Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your offering statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our February 27, 2024 letter.
Amendment No. 2 to Offering Statement on Form 1-A filed March 14, 2024
General
1.Please update your financial statements in an amended filing. Reference is made to
paragraph (b)(3)(A) and (c)(1) of Part F/S in Form 1-A.
Compensation of Directors and Executive Officers, page 51
2.We note your response to comment 5. Please clarify that the compensation paid to Kevin
Cottrell and Chris Gerardi reflects all compensation awarded to, earned by, or paid to
those officers for December 31, 2023. Also clarify if any asset management fees or
property management fees were awarded or earned as of December 31, 2023. Finally,
briefly clarify who will pay the noted sourcing fees for the four series properties.
FirstName LastNameKevin Cottrell
Comapany NameNeptune REM, LLC
April 9, 2024 Page 2
FirstName LastName
Kevin Cottrell
Neptune REM, LLC
April 9, 2024
Page 2
Security Ownership of Management and Certain Security Holders, page 52
3.We note your response to comment 6. Please revise to clarify your footnote 1 reference in
the beneficial ownership table on page 52.
Please contact Ronald (Ron) E. Alper at 202-551-3329 or David Link at 202-551-3356
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Jill Wallach