Correspondence 0001104659-24-054959 from Neptune REM, LLC (CIK 0001992001)
Neptune REM, LLC (CIK 0001992001)
Date: April 30, 2024 · CIK: 0001992001 · Accession: 0001104659-24-054959
AI Filing Summary & Sentiment
File numbers found in text: 024-12356
Letter
Office of Real Estate & Construction Division of Corporation Finance Securities and Exchange Commission Washington, DC 20549 Amendment No. 2 to Offering Statement on Form 1-A Filed March 14, 2024 File No. 024-12356
Re: Neptune REM, LLC
Dear Mr. Alper:
We acknowledge receipt of comments in your letter of April 9, 2024 regarding the Offering Statement of Neptune REM, LLC (the “Company”), which we have set out below, together with our responses.
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.
Response: The Company has updated its financial statements as requested by the Staff.
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.
Response: The Company has revised its disclosure to clarify the compensation paid to Kevin Cottrell and Chris Gerardi as requested by the Staff. The Company has also revised its disclosure to reflect that no asset management fees or property management fees were awarded or earned as of December 31, 2023 and that the Company will pay the sourcing fees for the four series.
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.
Response: The Company has deleted the footnote since it was erroneously included in the last filing.
If you have additional comments or questions, please feel free to contact me at jill@crowdchecklaw.com.
Sincerely,
/s/ Jill Wallach
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CORRESP
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Ronald E. Alper
Office of Real Estate & Construction
Division of Corporation Finance
Securities and Exchange Commission Washington, DC 20549
April 30, 2024
Re:
Neptune REM, LLC
Amendment No. 2 to Offering Statement on Form 1-A
Filed March 14, 2024
File No. 024-12356
Dear Mr. Alper:
We acknowledge receipt of comments in your letter of April
9, 2024 regarding the Offering Statement of Neptune REM, LLC (the “Company”), which we have set out below, together with our
responses.
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.
Response: The Company has updated its financial statements
as requested by the Staff.
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.
Response: The Company has revised its disclosure to clarify
the compensation paid to Kevin Cottrell and Chris Gerardi as requested by the Staff. The Company has also revised its disclosure to reflect
that no asset management fees or property management fees were awarded or earned as of December 31, 2023 and that the Company will pay
the sourcing fees for the four series.
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.
Response: The Company has deleted the footnote since it
was erroneously included in the last filing.
If you have additional comments or questions, please feel free to contact
me at jill@crowdchecklaw.com.
Sincerely,
/s/ Jill Wallach
Jill Wallach
Counsel
CrowdCheck Law LLP
cc:
David Link, Securities and Exchange Commission
Kevin Cottrell, Terra Mint Group, Inc.
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