Neptune Insurance Holdings Inc-A美股招股说明书(2025-10-01版)

Neptune Insurance Holdings Inc.CLASS A COMMON STOCK This is the initial public offering of shares of ClassA common stock of Neptune Insurance Holdings Inc.Prior to this offering, there has beenno public market for our shares. The selling stockholders identified in this prospectus are offering 18,421,053shares of our Class Acommon stock. We will not be selling any shares in this offering and will not receive any of the proceeds fromthe sale of our ClassA common stock being sold by the selling stockholders.Theinitial public offering priceis$20.00per share.Upon completion of this offering, we will have two classes of authorized common stock, ClassA common stock and ClassB common stock. The rights of the holders of Class A common stock and Class B common stockare identical, except with respect to voting and conversion. Each share of ClassA common stock is entitled toone vote per share. Each share of ClassB common stock is entitled to ten votes per share. Holders of ourClassA common stock and Class B common stock vote together as a single class on all matters, except asotherwise set forth in this prospectus or as required by applicable law. Each outstanding share of ClassBcommon stock is convertible into one share of ClassA common stock and will convert automatically upon theoccurrence of certain events. See“Description of Capital Stock—Class A Common Stock and Class B CommonStock—Conversion.”Upon completion of this offering, outstanding shares of Class B common stock willrepresent, and our Chief Executive Officer and Chairman of our Board of Directors, Trevor Burgess, willbeneficially own, approximately82.1% of the voting power of our outstanding voting securities immediatelyfollowing this offering (and approximately 82.1% of the voting power of our outstanding voting securities if theunderwriters exercise their option to purchase additional shares of our ClassA common stock in full) and wewill be a“controlled company”within the meaning of the listing rules of the NYSE. As a result, we willqualify for, and intend to rely on, exemptions from certain corporate governance requirements, and you will nothave the same protections as those afforded to stockholders of companies that are subject to such governancerequirements. See“Management—Controlled Company Exemption”and“Risk Factors—Risks Relating to ourOrganizational Structure—We are a ‘controlled company’ within the meaning of the NYSE rules and, as aresult, qualify for, and will rely on, exemptions from certain corporate governance requirements that provideprotection to the stockholders of companies that are subject to such corporate governance requirements.”We arean“emerging growth company”as defined under the federal securities laws. See“ProspectusSummary—Implications of Being an Emerging Growth Company.”Accounts advised by T. Rowe Price Investment Management, Inc. (“TRPIM”) and AllianceBernstein L.P. on behalf of their discretionary funds (“AB”and, together with TRPIM, the“cornerstone investors”) have,severally and not jointly, indicated interest in purchasing up to an aggregate of $75million in shares of ourClass A common stock in this offering at the initial public offering price. The shares of Class A common stockto be purchased by the cornerstone investors will not be subject to a lock-upagreement with the underwriters.Because these indications of interest are not binding agreements or commitments to purchase, the cornerstoneinvestors may determine to purchase more, less or no shares in this offering or the underwriters may determineto sell more, less or no shares to the cornerstone investors. The underwriters will receive the sameunderwriting discounts and commissions on any of our shares of Class A common stock purchased by the cornerstoneinvestors as they will from any other shares of Class A common stock sold to the public in this offering._______________________ Wehave been approvedto list our Class A common stock on the NYSE under the symbol“NP.”Investing inour ClassA common stock involves risks that are described in the“Risk Factors”section beginning on page 28of this prospectus. The selling stockholders have granted the underwriters the right to purchase up to an additional2,763,157shares of ClassA common stock from the selling stockholders to coverover-allotments, if any.At our request, the underwriters have reserved 5% of the shares of Class A common stock to be offered bythe 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 disapprovedof these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to thecontrary is a criminal offense.The underwriters expect to deliver the shares of ClassA common stock a