CORRESP Filing
Neptune Insurance Holdings Inc.
Date: Sept. 26, 2025 · CIK: 0002067129 · Accession: 0001213900-25-091954
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-289995
Letter
Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036
J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
BofA Securities, Inc.
One Bryant Park
New York, New York 10036
September 26, 2025
VIA EDGAR
U.S. Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N.E. Washington, D.C. 20549-6010
Attn: Eric Envall Christian Windsor
Sarmad Makhdoom
Robert Klein
Re: Neptune Insurance Holdings Inc. Registration Statement on Form S-1, as amended (File No. 333-289995)
Request for Acceleration of Effective Date
Requested Date: September 30, 2025
Requested Time: 4:00 p.m., Eastern Time
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the " Act "), we, as representatives of the several underwriters, hereby join in the request of Neptune Insurance Holdings Inc. (the " Company ") for acceleration of the effective date of the above-referenced Registration Statement on Form S-1 (File No. 333-289995) so that it becomes effective as of 4:00 p.m. Eastern time on September 30, 2025, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Orrick, Herrington & Sutcliffe LLP, request by telephone that such Registration Statement be declared effective. We, the undersigned Representatives, confirm that the underwriters are aware of their obligations under the Act.
Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that there will be distributed to each underwriter or dealer who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.
We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the proposed offering.
* * * *
Very truly yours,
Morgan Stanley & Co. LLC
Show Raw Text
CORRESP 1 filename1.htm Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 BofA Securities, Inc. One Bryant Park New York, New York 10036 September 26, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attn: Eric Envall Christian Windsor Sarmad Makhdoom Robert Klein Re: Neptune Insurance Holdings Inc. Registration Statement on Form S-1, as amended (File No. 333-289995) Request for Acceleration of Effective Date Requested Date: September 30, 2025 Requested Time: 4:00 p.m., Eastern Time Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended (the " Act "), we, as representatives of the several underwriters, hereby join in the request of Neptune Insurance Holdings Inc. (the " Company ") for acceleration of the effective date of the above-referenced Registration Statement on Form S-1 (File No. 333-289995) so that it becomes effective as of 4:00 p.m. Eastern time on September 30, 2025, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Orrick, Herrington & Sutcliffe LLP, request by telephone that such Registration Statement be declared effective. We, the undersigned Representatives, confirm that the underwriters are aware of their obligations under the Act. Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that there will be distributed to each underwriter or dealer who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus. We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the proposed offering. * * * * Very truly yours, Morgan Stanley & Co. LLC J.P. Morgan Securities LLC BofA Securities, Inc. As representatives of the several Underwriters listed in Schedule I of the Underwriting Agreement Morgan Stanley & Co. LLC By: /s/ Austin Sims Name: Austin Sims Title: Vice President J.P. Morgan Securities LLC By: /s/ Apoorva Ramesh Name: Apoorva Ramesh Title: Vice President BofA Securities, Inc. By: /s/ Ray Craig Name: Ray Craig Title: Managing Director cc: Trevor Burgess, Neptune Insurance Holdings Inc. Jim Steiner, Neptune Insurance Holdings Inc. Matt Duffy, Neptune Insurance Holdings Inc. Michael J. Sullivan, Orrick, Herrington & Sutcliffe LLP James D. Evans, Orrick, Herrington & Sutcliffe LLP Mark Mushkin, Orrick, Herrington & Sutcliffe LLP Albert Vanderlaan, Orrick, Herrington & Sutcliffe LLP Joseph A. Hall, Davis Polk & Wardwell LLP Pedro J. Bermeo, Davis Polk & Wardwell LLP