Neptune Insurance Holdings, Inc.

S-11 ea0247418-07.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on September 2, 2025.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

NEPTUNE INSURANCE HOLDINGS INC.

(Exact name of registrant as specified in its charter)

400 6 th Street S, Suite 2

St. Petersburg, Florida 33701

(727) 202-4815

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Trevor Burgess

Chief Executive Officer

400 6 th Street S, Suite 2

St. Petersburg, Florida 33701

(727) 202-4815

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is apost-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is apost-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. The selling stockholders may not sell these securities until our registration statement filed with the U.S. Securities and Exchange Commission is declared effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting offers to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

PROSPECTUS (Subject to Completion)

Issued , 2025

Shares

CLASS A COMMON STOCK

This is the initial public offering of shares of Class A common stock of Neptune Insurance Holdings Inc. and no public market currently exists for our shares.

The selling stockholders identified in this prospectus are offering shares of our Class A common stock. We will not be selling any shares in this offering and will not receive any of the proceeds from the sale of our Class A common stock being sold by the selling stockholders. We anticipate that the initial public offering price will be between $ and $ per share.

Upon completion of this offering, we will have two classes of authorized common stock, Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to ten votes per share. Holders of our Class A common stock and Class B common stock vote together as a single class on all matters, except as otherwise set forth in this prospectus or as required by applicable law. Each outstanding share of Class B common stock is convertible into one share of Class A common stock and will convert automatically upon the occurrence of certain events. See “Description of Capital Stock — Class A Common Stock and Class B Common Stock — Conversion.” Outstanding shares of Class B common stock will represent approximately % of the voting power of our outstanding capital stock immediately following this offering (or approximately % of the total combined voting power of our outstanding common stock if the underwriters exercise in full their option to purchase additional shares of our Class A common stock). Upon completion of this offering, our Chief Executive Officer and Chairman of our Board of Directors, Trevor Burgess, will beneficially own approximately % of the voting power of our outstanding voting securities (or approximately % of the voting power of our outstanding voting securities if the underwriters exercise in full their option to purchase additional shares of our Class A common stock) and we will be a “controlled company” within the meaning of the listing rules of the NYSE. As a result, we will qualify for, and intend to rely on, exemptions from certain corporate governance requirements, and you will not have the same protections as those afforded to stockholders of companies that are subject to such governance requirements. See “Management — Controlled Company Exemption” and “Risk Factors — Risks Relating to our Organizational Structure — We are a ‘controlled company’ within the meaning of the NYSE rules and, as a result, qualify for, and will rely on, exemptions from certain corporate governance requirements that provide protection to the stockholders of companies that are subject to such corporate governance requirements.” We are an “emerging growth company” as defined under the federal securities laws. See “Prospectus Summary — Implications of Being an Emerging Growth Company.”

We are applying to list our Class A common stock on the NYSE under the symbol “NP.” Investing in our Class A common stock involves risks that are described in the “Risk Factors” section beginning on page 28 of this prospectus.

PRICE $ A SHARE

(1) See the section titled “Underwriting” for a description of the compensation payable to the underwriters.

The selling stockholders have granted the underwriters the right to purchase up to an additional shares of Class A common stock from the selling stockholders to cover over-allotments, if any.

At our request, the underwriters have reserved % of the shares of Class A common stock to be offered by the selling stockholders under this prospectus for sale, at the initial public offering price, to directors, officers, employees, business associates and related persons of Neptune. See the section titled “Underwriting — Directed Share Program” for additional information.

Neither the Securities and Exchange Commission nor any other regulatory body have approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of Class A common stock against payment in New York, New York on or about , 2025.

Joint Book-Runners

Co-Manager

Dowling & Partners Securities LLC