Neptune Insurance Holdings Inc.

This prospectus and the documents incorporated by reference herein contain forward-looking statements. All

statements contained in this prospectus or the documents incorporated by reference herein other than statements of

historical fact, including statements regarding our future results of operations, financial position, market size and

opportunity, our business strategy and plans, the factors affecting our performance and our objectives for future

operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,”

“anticipate,” “intend,” “could,” “would,” “expect,” “objective,” “plan,” “potential,” “seek,” “grow,” “target,” “if”

and similar expressions are intended to identify forward-looking statements. We have based these forward-looking

statements largely on our current expectations and projections about future events and trends that we believe may

affect our financial condition, results of operations, business strategy, short-term and long-term business operations

and objectives and financial needs. These forward-looking statements are subject to a number of risks, uncertainties

and assumptions, including those described in the sections titled “Risk Factors” starting on page 35 and included in

our Annual Report and our Q1 Quarterly Report, respectively, each incorporated by reference herein. Moreover, we

operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not

possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the

extent to which any factor, or combination of factors, may cause actual results to differ materially from those

contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions,

the future events and trends discussed in this prospectus may not occur and actual results could differ materially and

adversely from those anticipated or implied in the forward-looking statements. Forward-looking statements

contained in this prospectus include, but are not limited to, statements about:

•our ability to protect and enforce our intellectual property;

•our ability to effectively manage and sustain our rapid growth, which may place significant demands on our

resources, systems and personnel;

•adverse NFIP developments that create challenges for private insurers;

•the impact of slower housing market activity, especially in areas needing flood coverage, due to various

general economic and other factors;

•our ability to attract and retain talent, including highly skilled engineers, data scientists, and other technical

professionals;

•our reliance on third parties for critical functions such as processing policyholder payments and mailing

policy documents and notices;

•the highly competitive industry in which we operate;

•our reliance on the accuracy and performance of our AI-powered Triton platform, for underwriting and data

modeling;

•developments and projections relating to advancements in AI, our competitors, and our industry;

•our ability to successfully launch additional products or expand our product offerings, including into new

domestic and international markets;

•our ability to apply technology effectively in driving value for our policyholders through technology-based

solutions;

•the impact of current and future laws and regulations, especially those related to insurance regulations;

•potential cybersecurity risks with respect to our or our vendors’ information processing systems;

•the continued development and liquidity of a market for our common stock; and

prospectus.

You should not rely upon forward-looking statements as predictions of future events. The events and

circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that

the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results,

levels of activity, performance or achievements. All written and oral forward-looking statements attributable to us,

or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as

other cautionary statements that are made from time to time in our other SEC filings and public communications.

You should evaluate all forward-looking statements made in this prospectus in the context of these risks and

uncertainties. The forward-looking statements included in this prospectus are made only as of the date hereof.

Except as required by law, we do not intend to update any of these forward-looking statements after the date of this

prospectus or to conform these statements to actual results or revised expectations.

You should read this prospectus and the documents that we reference in this prospectus and have filed with the

SEC as exhibits to the registration statement of which this prospectus is a part with the understanding that our actual

future results, levels of activity, performance and events and circumstances may be materially different from what

we expect.