SecProbe.io

CORRESP
 1
 filename1.htm

 September 26, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: Neptune Insurance Holdings Inc.
 Registration Statement on Form S-1

 File No. 333-289995

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, the undersigned registrant, Neptune Insurance Holdings Inc., a Delaware corporation (the
" Registrant "), hereby requests that the above-referenced Registration Statement on Form S-1 (the " Registration
Statement ") be declared effective at 4:00 p.m., Eastern Time, on September 30, 2025, or as soon as practicable thereafter. Once
the Registration Statement has been declared effective, please orally confirm that event with our counsel, Orrick, Herrington & Sutcliffe
LLP, by calling Mark Mushkin at (212) 506-3507.

 The Registrant hereby authorizes
Mark Mushkin of Orrick, Herrington & Sutcliffe LLP to orally modify or withdraw this request for acceleration.

 Thank you for your assistance
in this matter.

 Kind regards,

 NEPTUNE INSURANCE HOLDINGS INC.

 By:
 /s/ Jim Steiner

 Name:
 Jim Steiner

 Title:
 Chief Financial Officer

 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

CORRESP
 1
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 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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<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>

<DOCUMENT>
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<TEXT>
 July 29, 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.
 Draft Registration Statement on Form S-1
 Submitted July 2, 2025
 CIK No. 0002067129
Dear Trevor Burgess:

 We have reviewed your 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 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.

Draft Registration Statement on Form S-1
Company Overview, page 1

1. We note your disclosure that your business is highly profitable,
including on page 1
 and 2 of the Summary. We also note that on page page F-3 of your audited
financial
 statements indicates that your total liabilities exceed your total
assets in each of your
 last two fiscal years, leading to a substantial stockholders deficit.
Please balance your
 discussion to clarify that your recent history of profitability has not
yet resulted in a
 positive book value per share.
Prospectus Summary, page 1

2. The disclosure in the prospectus summary should be a balanced
presentation of
 your business. Please revise to balance the description of your
competitive strengths
 July 29, 2025
Page 2

 with disclosure of the challenges you face and the risks and limitations
that could
 harm your business or inhibit your strategic plans. For example, but
without
 limitation, balance your discussion of your competitive strengths and
growth strategy
 with a discussion of the rapidly changing AI, cybersecurity, and federal
disaster
 recovery regulatory structure and the inherent pricing headwinds when
competing
 against the NFIP. The balancing discussion should be equally prominent
in terms of
 presentation and level of detail.
Our Unique, Data-Driven Approach, page 3

3. We note that you state that Triton and Poseidon are powered by your
"vast proprietary
 datasets." We also note that you state that one of the key barriers to
entry in the flood
 insurance market is that the NFIP has a proprietary database of claims
data, which
 places private insurance carriers at a disadvantage in pricing risks.
Please clarify
 whether the datasets that underly Triton and Poseidon contain a material
amount of
 data derived from transactions, applications or losses from outside your
own
 operational history. To the extent that you continue to lack access to
historical loss
 data from the NFIP, please clarify how you are able to accurately
evaluate the risks to
 properties covered by the NFIP were you offer excess coverage.
4. We note your disclosure on page 4, 7, 85, and 88 that compares your loss
experience
 to that of the NFIP during the four largest flooding events that
occurred since Neptune
 was founded. Please tell us, with a view towards enhance disclosure, the
total number
 of properties covered by Neptune issued policies during those events,
including
 particularly the flooding in Florida, North Carolina and Tennessee
during Hurricane
 Helene.
Underwriting, page 7

5. We note your disclosures that you do not retain any balance sheet risk
or claims
 handling responsibilities while your capacity providers do. Since your
capactity
 providers appear to bear the risks of loss in your business model,
please revise the bar
 chart on page 7 to include disclosure that aggregates the written loss
ratios for your
 capacity providers over this same period.

 In addition, please provide more detailed disclosure about how these
relationships are
 contractual structured. Describe what your capacity providers are
receiving in
 exchange for owning the higher percentage of risks and why written loss
ratio is one
 of your key metrics when you do not bear the risks or claims
responsibilities of your
 product.
Our Geographic Presence, page 11

6. We note your disclosure on page 8 and 90 that you have a diverse number
of capacity
 providers. We also note your disclosure that capacity providers must
have liscences in
 states where they are proving capacities for the policies you sell. Tell
us, with a view
 towards improved disclosure, if you have a limited number of capacity
providers in
 any state that constitutes a significant portion of your total policy
sales.
 July 29, 2025
Page 3
Our Growth Strategy, page 12

7. Please revise your disclosures in this section to better describe, and
if possible,
 quantify the costs expected to be incurred in order for you to expand
your customers
 and product offerings. For instance, we note that you discuss the
potential to capture
 market share not only from existing properties that must carry flood
insurance, but
 also to capture market share for buildings that have not been designated
by FEMA as
 flood prone, but that you believe have heightened flood risk. Discuss
the efforts you
 plan to undertake to increase the awareness of potential insured
property owners and
 their agents of your products and the coverage that you offer.
Corporate Structure, page 15

8. Please revise this section to include diagrams that show your corporate
structure
 immediately before and immediately after the offering. Include figures
that indicate
 the voting interests and economic interests of each group or entity.
Rapid Advancements in AI..., page 24

9. Please revise this risk factor to include disclosures related to the
risks to your business
 involved in the state and federal regulatory involvement in this space,
Also include
 disclosure of how the current tariff landscape impacts your continued
use and
 development of AI related technologies. In addition, please explain here
or elsewhere
 the differences between the machine learning that underpins Triton, and
AI and AGI.
Errors in underwriting or data modeling could harm our reputation, competitive
position, and
financial results, page 25

10. We note your disclosure that "[t]here is a risk that federal agencies
may reduce or
 eliminate climate-related data collection or public access to such data
due to shifting
 priorities, funding constraints or policy changes which could impact
Triton s ability to
 further refine its model and analysis on the basis of recently available
data from
 government sources." Please update this risk factor to include any
impacts that you
 have seen to your AI-driven systems or that you reasonable foresee since
these
 reductions and eliminations have been announced and begun.
We utilize AI in a significant manner, which could expose us to liability or
adversely affect
our business, page 26

11. We note your discussion in this risk factor regarding the regulatory
framework for AI.
 Please revise your risk factor section to create a separately captioned
risk factor that
 discusses your current and potential risks related to the rapid changes
in this space.
Increased commission requirements from our distribution partners could have an
adverse
impact on our profits, page 30

12. We note your reference the potential that you can yield contingent
commissions.
 Revise your disclosure in this section to discuss the extent to which
your results in the
 periods presented in the S-1 include any contingent commissions, either
that may be
 earned or that have been forgone.
 July 29, 2025
Page 4
Our business is dependent upon information processing systems. Cybersecurity
events, data
breaches, cyberattacks..., page 35

13. Please incorporate into this risk factor disclosures that relate your
experiences with
 these types of events, if any, in your recent operating history.
Non-GAAP Financial Measures, page 75

14. We note your disclosure on page 77 unlevered free cash flow with
adjustments settled
 in cash, i.e., net cash used in investing activities and interest
expense. Please tell us
 how you considered the guidance in Item 10(e)(1)(ii)(A) of Regulation
S-K, which
 prohibits excluding charges that require cash settlement from a non-GAAP
liquidity
 measure.
Business, page 83

15. In order for investors to better understand your business, both in the
origination of
 private flood insurance policies. Consider providing a flow chart
showing the progress
 of a policy application from the policy holder, agent, Triton on through
the capacity
 provider and any reinsurance that you may purchase to cede any risks not
purchased
 by the capacity provider. Consider providing alternative presentations
for any lines
 that are materially different.
16. In order for investors to better understand how an insured loss is
processed through
 your system after a flood or other insured catastrophe, provide a flow
chart showing
 the flow of a claim from the policy holder through to the capacity
provider or
 reinsurer and the flow of funds back to the policy holder. Discuss any
key actions that
 Neptune makes in this process.
Principal and Selling Shareholders, page 116

17. We note your disclosure that the selling shareholders will be "entities
affiliated" with
 BSIV Hold 102, LP and James D. Albert. Please identify these entities
and indicate
 who has the voting and investment power of each entity.
Choice or Forum, page 121

18. You disclose here that your restated certificate of incorporation "will
provide that the
 Court of Chancery of the State of Delaware (or, if the Court of Chancery
does not
 have jurisdiction, the United States District Court for the District of
Delaware)" in
 certain enumerated legal actions or proceedings, and "that the federal
district courts of
 the United States of America will be the exclusive forum for resolving
any complaint
 asserting a cause of action arising under the Securities Act." Article
XI of your
 restated certificate of incorporation does not appear to contain these
provisions. Please
 revise your disclosures as necessary for consistency.
Consolidated Statements of Income, page F-4

19. It appears that you are presenting your expenses by function (e.g.,
General and
 administrative) and by nature (e.g., Employee compensation and
benefits). Please
 revise to present your statements of income consistently by function or
tell us why no
 revision is necessary. Refer to Rule 5-03 of Regulation S-X. In
addition, tell us how
 July 29, 2025
Page 5

 you considered the requirement in Rule 4-08(k) of Reg. S-X to disclose
related party
 transactions on the face of the statement of income.
20. Please revise to present the amount of income available to common
stockholders on
 the face of your statement of income as it appears materially different
from your
 reported net income. Refer to ASC 220-10-S99-5.
Consolidated Statements of Cash Flows, page F-6

21. We note your disclosure on page F-8 that insurance company payables
together with
 premium deposits are considered fiduciary liabilities. We also note on
page F-14 that
 premium deposits represent policyholder payments received in advance of
 commencement of the performance obligation and are recorded as contract
liabilities.
 Please address the following:
 Given that the premium deposits appear to represent ASC 606 contract
liabilities
 for payments received in advance of performance obligations, please
explain how
 you considered the nature of the premium deposits to be fiduciary
liabilities rather
 than deferred revenue.
 In this same regard, tell us how you determined to present the
changes in premium
 deposits as cash flows from financing activities instead of
operating activities.
 Refer to ASC 230-10-45-14 to 45-17.
Note 1. Nature of Business and Basis of Presentation, page F-7

22. We note your disclosures of the corporate reorganization in April 2025
here and on
 page 15. Please revise to disclose how you accounted for or will account
for the
 reorganization. To the extent material, please also disclose how you
addressed the
 Amended and Restated 2019 Stock Plan and Neptune Flood s obligations
under the
 Pre-IPO Stockholders Agreement that are assumed and restated by Neptune
Holdings
 in connection with the corporate reorganization. Refer to ASC
855-10-50-2(b).
Fee Income, page F-13

23. Please revise to clarify the nature of the service(s) you promise to
provide to the
 policyholder and your performance obligation(s) under your contract with
the
 policyholder. Refer to ASC 606-10-50-12(c).
24. Please tell us whether the policyholder needs to pay you any fees when
the insurance
 policy is renewed and if applicable, how you considered ASC 606-10-55-41
to 55-45
 for any material rights such as renewal options provided to the
policyholder.
Note 5. Debt, page F-15

25. We note your disclosure that in May 2023, you amended and restated your
2021
 Credit Agreement and applied modification accounting, while you also
recognized a
 loss on extinguishment of debt in earnings. Please explain to us and
revise to
 disclose how you accounted for this amendment in consideration of ASC
470-50-40.
 As part of your response, please explain to us why you capitalized
$2,657 thousands
 of deferred financing fees.
26. Please tell us why you recorded $3,285 thousand third party fees as
interest expense in
 2023. Refer to ASC 470-50-40-18 or cite the guidance considered in your
accounting.
 July 29, 2025
Page 6

Note 7. Share-Based Compensation Plan, page F-19

27. Please revise to disclose the maximum contractual term(s) of your stock
options.
 Refer to ASC 718-10-50-2(a)(2).
28. You disclose on page F-20 that your Performance-Based Options contain
service,
 performance and market conditions. Please revise to disclose the
pertinent market
 conditions. Refer to ASC 718-10-50-1(a).
Note 12. Earnings Per Share, page F-23

29. We note your disclosure here and on page F-11 that the remaining
undistributed
 earnings after reduction by the amount of accretion adjustment to the
Redeemable
 Preferred Stock in the current period is allocated on a pro rata basis
to the holders of
 common stock and Redeemable Preferred Stock. We also note on page F-18
that the
 cumulative undeclared dividends of your Redeemable Preferred Stock
totaled $19,567
 thousands as of December 31, 2024. Please tell us how you considered
such dividends
 in determining the undistributed earnings used for allocation for 2024.
Refer to ASC
 260-10-45-60B(a).
 Please contact Mengyao Lu at 202-551-3471 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
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