SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 21, 2025

Trevor Burgess
Chief Executive Officer
Neptune Insurance Holdings Inc.
400 6th Street S, Suite 2
St. Petersburg, FL 33701

 Re: Neptune Insurance Holdings Inc.
 Amendment No. 1 to
 Draft Registration Statement on Form S-1
 Submitted August 11, 2025
 CIK No. 0002067129
Dear Trevor Burgess:

 We have reviewed your amended draft registration statement and have the
following
comments.

 Please respond to this letter by providing the requested information
and either
submitting an amended draft registration statement or publicly filing your
registration
statement and non-public draft submissions on EDGAR. 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 the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments. Unless we note otherwise, any references to prior comments are to
comments in
our July 29, 2025 letter.

Amended Draft Registration Statement on Form S-1
Our Business Model, page 6

1. We note your disclosure in the risk factor on page 34 that capacity
providers may seek
 "repayment of commissions." Revise your disclosure to discuss the
conditions under
 which your capacity providers have the right to request repayment of
commission that
 you have received. To the extent that you have had any material
repayment
 obligations, please revise the flow chart on page 12 as well as revise
the risk factor on
 page 34 to put the risk of repayment demands by capacity providers in
the appropriate
 context.
 August 21, 2025
Page 2

Our Growth Strategy, page 12

2. We note your response to comment 7. Please tell us how you determined
that your
 implementation of new technology and selling new policies will create
growth
 without incurring material additional costs.
Corporate Structure, page 18

3. We note the revisions that you made in response to comment 8. Please
augment the
 second diagram on page 20 to include disclosures that show the impact to
the voting
 and economic interests of the various shareholder groups assuming the
completion of
 the Class B Stock Exchange and if Mr. Burgess exercises his rights under
the Class B
 Equity Exchange Agreement.
Reform or repeal of the Biggert-Waters Act could materially reduce sales, page
50

4. Revise this section to discuss prior changes to the Biggert-Waters Act,
including the
 2014 reform bill as well as subsequent rulemaking. Please further revise
your
 disclosure to discuss any significant efforts to change the law in more
recent periods.
 Investors must be able to accurately understand the possibility that
there are currently
 efforts to change the legal underpinnings of private flood insurance.
The Neptune Advantage, page 105

5. We note your response to comment 3 as well as your revised disclosure
about how
 Triton and Poseidon provide you with a competitive advantage over other
flood
 insurance providers and provide a value proposition for your policy
holders and
 capacity providers. We also note that you state that the lack of access
to NFIP data is a
 key barrier to entry keeping other insurers from entering this market.
Please provide a
 discussion of management's view as to why you believe that data related
to flood
 losses, beyond those collected through your own operational data, while
potentially
 important to competitors who may want to enter this business, is not
material to your
 own ability to accurately price insurance risks.
Principal and Selling Stockholders, page 137

6. We note your disclosure that the table on this page does not reflect
shares that may be
 purchased in the directed share program. Please revise the table and
this disclosure to
 include disclosure that does reflect the anticipated purchases that
named parties intend
 to make in the offering.
Consolidated Statements of Cash Flows, page F-5

7. We note your response to prior comment 21 indicating that the premium
deposits
 represent advance payments received from policyholders, which are not
the
 Company s customers, and therefore do not represent deferred revenue.
We also note
 that these appear to be classified as contract liabilities in accordance
with ASC 606
 based on your disclosure on page F-10. Please address the following:
 Provide us with your analysis explaining your determination that the
 policyholders do not meet the definition of a customer.
 Tell us how these advanced payments meet the definition of contract
liabilities, as
 August 21, 2025
Page 3

 defined under ASC 606, if they do not yet represent funds received
from a
 customer.
 Please also consider the need to revise your disclosures to
clarify accordingly
 given your disclosure on page F-10 states that policyholder payments
received in
 advance of commencement of the performance obligation are recorded
as a
 contract liability.
 Your response describes scenarios and situations in which some
portions are
 treated as a operating cash inflows and financing cash outflows.
Provide us with
 an illustrative example demonstrating and describing the portions
and amounts
 that you classify as operating and financing activities, as
described in your
 response. In doing so, explain if and how the amounts classified as
operating
 include or exclude amounts ultimately recognized as revenue by the
Company.
Note 10. Earnings Per Share, page F-16

8. We note the tabular presentation of the EPS calculation on page F-16 is
labeled for the
 period ended December 31, 2024; however, the amounts appear to be
derived from
 the six months ended June 30, 2024. Please revise to correct the
typographical error or
 clarify accordingly.
 Please contact Sarmad Makhdoom at 202-551-5776 or Robert Klein at
202-551-3847
if you have questions regarding comments on the financial statements and
related
matters. Please contact Eric Envall at 202-551-3234 or Christian Windsor at
202-551-3419
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Mark Mushkin
</TEXT>
</DOCUMENT>