Correspondence 0001104659-24-069733 from Neptune REM, LLC (CIK 0001992001)
Neptune REM, LLC (CIK 0001992001)
Date: June 7, 2024 · CIK: 0001992001 · Accession: 0001104659-24-069733
AI Filing Summary & Sentiment
File numbers found in text: 024-12356
Referenced dates: May 26, 2024
Letter
VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction Attention: Ronald (Ron) E. Alper RE: Neptune REM, LLC Amendment No. 3 to Offering Statement on Form 1-A Filed April 30, 2024 File No. 024-12356
Dear Messrs. Elper and Link:
On behalf of Neptune REM, LLC, a Delaware series limited liability company (the “Company”), we hereby respond to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received in a letter dated May 26, 2024, relating to the Company’s Amendment No. 3 to the Offering Statement on Form 1-A filed with the Commission on April 30, 2024 (the “Comment Letter”). Responses to the comments in the Comment Letter are set forth in this letter, and the Company is concurrently submitting Amendment No. 4 to the Offering Statement on Form 1-A (the “Amended Offering Statement”).
Please note that, for the Staff’s convenience, we have recited the Staff’s comments in italics and provided the Company’s responses to such comments immediately thereafter. Except for any page references appearing in the Staff’s comments, all page references herein correspond to the page of the Amended Registration Statement. Capitalized terms used but not defined in this letter have the meanings ascribed to such terms in the Amended Offering Statement.
Amendment No. 3 to Offering Statement on Form 1-A filed April 30, 2024
Risk Factors
Investors in this offering may not be entitled to a jury trial with respect to claims arising under
the Subscription Agreement ..., page 24
1. We note your statement that “Investors in this offering will be bound by the Subscription Agreement and the Operating Agreement, both of which include a provision under which investors waive the right to a jury trial of any claim, other than claims arising under federal securities laws, that they may have ….” The Subscription Agreements have provisions that agree with your risk factor disclosure. However, we note that the Operating Agreement, filed as Exhibit 2.2, indicates in Section 15.08(c) that “Every Party to this Agreement … waives any right to a jury trial as to any matter under this agreement … including, without limitation, matters arising under Federal Securities Law ….” Please revise your Operating Agreement as appropriate.
Faith.Charles@ThompsonHine.com Phone: 212.908.3905
June 7, 2024
Page 2
Response
The Company acknowledges the Staff’s comment and respectfully advises the Staff that on June 5, 2024, the Company entered into an amendment to the Operating Agreement (the “Second Amended and Restated Operating Agreement”), pursuant to which Section 15.08(c) of the Operating Agreement has been amended and restated. Please see Exhibit 2.2 to the Amended Offering Statement for the full text of the Second Amended and Restated Operating Agreement.
The company's Operating Agreement and Subscription Agreement each include a forum
selection provision ..., page 25
2. We note your statement that “The Operating Agreement includes a forum selection provision that requires any suit, action, or proceeding seeking to enforce any provision … in connection with the Operating Agreement, … other than matters arising under the federal securities laws, be brought in state or federal court of competent jurisdiction located within the State of Delaware.” We note that the Operating Agreement indicates in Section15.08(b) that “Any suit, action or proceeding seeking to enforce any provision of … including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware … provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware.” Please revise your Operating Agreement as appropriate.
Response
The Company acknowledges the Staff’s comment and respectfully advises the Staff that Section 15.08(b) of the Operating Agreement has also been amended and restated pursuant the Second Amended and Restated Operating Agreement. Please see Exhibit 2.2 to the Amended Offering Statement for the full text of the Second Amended and Restated Operating Agreement.
Financial Statements, page F-1
3. Please include the audit report of Artesian CPA, LLC, with respect to your financial statements as of, and for the years ended, December 31, 2023, and 2022 as referenced in its consent in Exhibit 11.1. Please refer to (b)(3)(A), (c)(1)(ii) and (iii) of Part F/S of Form 1-A.
Response
The Company acknowledges the Staff’s comment and respectfully advises the Staff that the audit report of Artesian CPA, LLC, with respect to the Company’s financial statements as of, and for the years ended, December 31, 2023, and 2022 has been filed as Exhibit 11.1 to the Amended Offering Statement.
June 7, 2024
Page 3
Please direct any questions or comments concerning this response to the undersigned at (212) 908-3905 or faith.charles@thompsonhine.com.
Very truly yours,
/s/ Faith L. Charles
Show Raw Text
CORRESP
1
filename1.htm
VIA EDGAR
June 7, 2024
Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, N.E.
Washington, D.C. 20549
Attention: Ronald (Ron) E. Alper
David Link
RE: Neptune REM, LLC
Amendment No. 3 to Offering Statement on Form
1-A
Filed April 30, 2024
File No. 024-12356
Dear Messrs. Elper and Link:
On behalf of Neptune REM, LLC, a Delaware series
limited liability company (the “Company”), we hereby respond to comments from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) received in a letter dated May 26, 2024, relating
to the Company’s Amendment No. 3 to the Offering Statement on Form 1-A filed with the Commission on April 30, 2024 (the “Comment
Letter”). Responses to the comments in the Comment Letter are set forth in this letter, and the Company is concurrently
submitting Amendment No. 4 to the Offering Statement on Form 1-A (the “Amended Offering Statement”).
Please note that, for the
Staff’s convenience, we have recited the Staff’s comments in italics and provided the Company’s responses to such comments
immediately thereafter. Except for any page references appearing in the Staff’s comments, all page references herein correspond
to the page of the Amended Registration Statement. Capitalized terms used but not defined in this letter have the meanings ascribed to
such terms in the Amended Offering Statement.
Amendment No. 3 to Offering Statement on Form 1-A filed April 30, 2024
Risk Factors
Investors in this offering may not be entitled to a jury trial
with respect to claims arising under
the Subscription Agreement ..., page 24
1. We note your statement that “Investors in this offering will be bound by the Subscription Agreement
and the Operating Agreement, both of which include a provision under which investors waive the right to a jury trial of any claim, other
than claims arising under federal securities laws, that they may have ….” The Subscription Agreements have provisions that
agree with your risk factor disclosure. However, we note that the Operating Agreement, filed as Exhibit 2.2, indicates in Section 15.08(c)
that “Every Party to this Agreement … waives any right to a jury trial as to any matter under this agreement … including,
without limitation, matters arising under Federal Securities Law ….” Please revise your Operating Agreement as appropriate.
Faith.Charles@ThompsonHine.com Phone:
212.908.3905
June 7, 2024
Page 2
Response
The Company acknowledges the Staff’s comment
and respectfully advises the Staff that on June 5, 2024, the Company entered into an amendment to the Operating Agreement (the “Second
Amended and Restated Operating Agreement”), pursuant to which Section 15.08(c) of the Operating Agreement has been amended
and restated. Please see Exhibit 2.2 to the Amended Offering Statement for the full text of the Second Amended and Restated Operating
Agreement.
The company's Operating Agreement and Subscription Agreement
each include a forum
selection provision ..., page 25
2. We note your statement that “The Operating Agreement includes a forum selection provision that
requires any suit, action, or proceeding seeking to enforce any provision … in connection with the Operating Agreement, …
other than matters arising under the federal securities laws, be brought in state or federal court of competent jurisdiction located within
the State of Delaware.” We note that the Operating Agreement indicates in Section15.08(b) that “Any suit, action or proceeding
seeking to enforce any provision of … including, without limitation, any suit, action, or proceeding brought under federal securities
law, shall be brought in Chancery Court in the State of Delaware … provided, that if the Chancery Court in the State of Delaware
shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located
in the State of Delaware.” Please revise your Operating Agreement as appropriate.
Response
The Company acknowledges the Staff’s comment
and respectfully advises the Staff that Section 15.08(b) of the Operating Agreement has also been amended and restated pursuant the Second
Amended and Restated Operating Agreement. Please see Exhibit 2.2 to the Amended Offering Statement for the full text of the Second Amended
and Restated Operating Agreement.
Financial Statements, page F-1
3. Please include the audit report of Artesian CPA, LLC, with respect to your financial statements as of, and for the years ended,
December 31, 2023, and 2022 as referenced in its consent in Exhibit 11.1. Please refer to (b)(3)(A), (c)(1)(ii) and (iii) of Part F/S
of Form 1-A.
Response
The Company acknowledges the Staff’s comment
and respectfully advises the Staff that the audit report of Artesian CPA, LLC, with respect to the Company’s financial statements
as of, and for the years ended, December 31, 2023, and 2022 has been filed as Exhibit 11.1 to the Amended Offering Statement.
June 7, 2024
Page 3
Please direct any questions or comments concerning this response to
the undersigned at (212) 908-3905 or faith.charles@thompsonhine.com.
Very truly yours,
/s/ Faith L. Charles
Faith L. Charles
cc: Kevin Cottrell