As filed with the Securities and Exchange Commission
on June 10, 2026
File No. 024-12356
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 1-A POS
(Post-Qualification Amendment No. 8)
REGULATION A OFFERING CIRCULAR
UNDER THE SECURITIES ACT OF 1933
NEPTUNE REM, LLC
(Exact name of issuer as specified in its charter)
Delaware
(State or other jurisdiction of incorporation
or organization)
30 N. Gould St. Suite R
Sheridan WY 82801
Phone: 970-634-9281
(Address, including zip code, and telephone number,
including area code of issuer’s principal
executive office)
Chris Gerardi
Chief Executive Officer
Chief Financial Officer
30 N. Gould St. Suite R
Sheridan WY 82801
Phone: 970-634-9281
(Name, address, including zip code, and telephone
number,
including area code, of agent for service)
Copy to:
Faith L. Charles
Thompson Hine LLP
300 Madison Avenue,
27th Floor
New York, New York
10017-6232
Phone: (212) 344-5680
Fax: (212) 344-6101
| 6510 |
|
92-1301404 |
(Primary Standard Industrial
Classification Code Number) |
|
(I.R.S. Employer
Identification Number) |
EXPLANATORY NOTE
This is an “exhibits-only” post-qualification amendment
to an offering statement on Form 1-A filed by Neptune REM, LLC (“Neptune REM”). Such offering statement
(SEC File No. 024-12356) was originally filed by Neptune REM on November 9, 2023, was amended by Phoenix on
multiple occasions thereafter and was qualified by the U.S. Securities and Exchange Commission (the “SEC”) on June 27,
2024.
The purpose of this post-qualification amendment is to file the Form of
Property Management Agreement for the Jameson Property and the Macallan Property, updated forms of the Form of Property Management
Agreement for the Rossville Property and the Melwood Property, and the Form of Escrow Agreement for the Garrison Property, the Jameson
Property, the Macallan Property, the Rossville Property, and the Melwood Property.
PART III
INDEX TO EXHIBITS
The documents listed in the Exhibit Index of this report are
incorporated by reference or are filed with this report, in each case as indicated below.
| No. |
|
Exhibit Description |
| 2.1* |
|
Certificate of Formation of
Neptune REM, LLC |
| |
|
|
| 2.2* |
|
Second Amended and Restated
Operating Agreement of Neptune REM, LLC |
| |
|
|
| 3.1* |
|
Form of Series Designation
of The Cedar Ridge Series, a series of Neptune REM, LLC |
| |
|
|
| 3.2* |
|
Form of Series Designation
of The Dalmore Series, a series of Neptune REM, LLC |
| |
|
|
| 3.3* |
|
Form of Series Designation
of The Templeton Series, a series of Neptune REM, LLC |
| |
|
|
| 3.4* |
|
Form of Series Designation
of The Woody Creek Series, a series of Neptune REM, LLC |
| |
|
|
| 3.5* |
|
Form of Series Designation
of The Blanton Series, a series of Neptune REM, LLC |
| |
|
|
| 3.6* |
|
Form of Series Designation
of The Stag Series, a series of Neptune REM, LLC |
| |
|
|
| 3.7* |
|
Form of Series Designation
of The Garrison Series, a series of Neptune REM, LLC |
| |
|
|
| 3.8* |
|
Form of Series Designation
of The Macallan Series, a series of Neptune REM, LLC |
| |
|
|
| 3.9* |
|
Form of Series Designation
of The Jameson Series, a series of Neptune REM, LLC |
| |
|
|
| 3.10* |
|
Form
of Series Designation of The Melwood Series, a series of Neptune REM, LLC |
| |
|
|
| 3.11* |
|
Form
of Series Designation of The Rossville Series, a series of Neptune REM, LLC |
| |
|
|
| 4.1 |
|
Form of
subscription agreement of The Cedar Ridge Series, a series of Neptune REM, LLC |
| |
|
|
| 4.2 |
|
Form of
subscription agreement of The Dalmore Series, a series of Neptune REM, LLC |
| |
|
|
| 4.3 |
|
Form of
subscription agreement of The Templeton Series, a series of Neptune REM, LLC |
| |
|
|
| 4.4 |
|
Form of
subscription agreement of The Woody Creek Series, a series of Neptune REM, LLC |
| |
|
|
| 4.5 |
|
Form of
subscription agreement of The Blanton Series, a series of Neptune REM, LLC |
| |
|
|
| 4.6 |
|
Form of
subscription agreement of The Stag Series, a series of Neptune REM, LLC |
| |
|
|
| 4.7* |
|
Form of subscription agreement
for Realbricks Referral Program |
| |
|
|
| 4.8 |
|
Form
of subscription agreement of The Garrison Series, a series of Neptune REM, LLC |
| |
|
|
| 4.9 |
|
Form
of subscription agreement of The Macallan Series, a series of Neptune REM, LLC |
| |
|
|
| 4.10 |
|
Form
of subscription agreement of The Jameson Series, a series of Neptune REM, LLC |
| |
|
|
| 4.11 |
|
Form of subscription agreement of The Melwood Series, a series of Neptune REM, LLC |
| 4.12 |
|
Form of subscription agreement of the Rossville Series, a series of Neptune REM, LLC |
| |
|
|
| 6.1* |
|
Broker Dealer Agreement, dated
August 17, 2023 between Neptune REM, LLC and Dalmore Group, LLC |
| |
|
|
| 6.2* |
|
Form of Purchase and Sale
Agreement dated March 20, 2023, between Neptune REM, LLC and The Cedar Ridge Series, a series of Neptune REM, LLC |
| |
|
|
| 6.3* |
|
Form of Purchase and Sale
Agreement dated March 20, 2023, between Neptune REM, LLC and The Dalmore Series, a series of Neptune REM, LLC |
| |
|
|
| 6.4* |
|
Form of Purchase and Sale
Agreement dated March 20, 2023, between Neptune REM, LLC and The Templeton Series, a series of Neptune REM, LLC |
| |
|
|
| 6.5* |
|
Form of Purchase and Sale
Agreement dated March 20, 2023, between Neptune REM, LLC and The Woody Creek Series, a series of Neptune REM, LLC |
| |
|
|
| 6.6* |
|
Form of Property Management
Agreement dated March 21, 2023, between Neptune REM, LLC and The Cedar Ridge Series, a series of Neptune REM, LLC |
| |
|
|
| 6.7* |
|
Form of
Property Management Agreement dated March 21, 2023, between Neptune REM, LLC and The Dalmore Series, a series of Neptune REM, LLC |
| |
|
|
| 6.8* |
|
Form of Property Management
Agreement dated March 21, 2023, between Neptune REM, LLC and The Templeton Series, a series of Neptune REM, LLC |
| |
|
|
| 6.9* |
|
Form of Property Management
Agreement dated March 21, 2023, between Neptune REM, LLC and The Woody Creek, a series of Neptune REM, LLC |
| |
|
|
| 6.10* |
|
Form of Purchase and Sale
Agreement dated January 12, 2024, between Neptune REM, LLC and The Blanton Series, a series of Neptune REM, LLC |
| |
|
|
| 6.11* |
|
Form of Purchase and Sale
Agreement dated January 12, 2024, between Neptune REM, LLC and The Stag Series, a series of Neptune REM, LLC |
| |
|
|
| 6.12* |
|
Form of Property Management
Agreement dated January 12, 2024, between Neptune REM, LLC and The Blanton Series, a series of Neptune REM, LLC |
| |
|
|
| 6.13* |
|
Form of Property Management
Agreement dated January 12, 2024, between Neptune REM, LLC and The Stag Series, a series of Neptune REM, LLC |
| |
|
|
| 6.14* |
|
Stock Repurchase Agreement,
dated January 27, 2025, between Terra Mint Group, Corp. and the Estate of Ahmed Mohamed Khaleel |
| |
|
|
| 6.15* |
|
Uniform Purchase Agreement
for the sale of the Templeton Property, dated November 7, 2024 |
| |
|
|
| 6.16* |
|
Form of Property Management
Agreement, dated August 13, 2025, between Neptune REM, LLC and The Garrison Series, a series of Neptune REM, LLC |
| |
|
|
| 6.17* |
|
Home Purchase Agreement for
the Garrison Property, dated September 17, 2025, between Neptune REM, LLC and D.R. Horton, Inc. |
| |
|
|
| 6.18* |
|
Home Purchase Agreement for
the Macallan Property, dated January 23, 2026, between Neptune REM, LLC and D.R. Horton, Inc. |
| |
|
|
| 6.19* |
|
Home Purchase Agreement for
the Jameson Property, dated January 23, 2026, between Neptune REM, LLC and D.R. Horton, Inc. |
| 6.20* |
|
Uniform Purchase Agreement
for the sale of the Cedar Ridge Property, dated July 3, 2025 |
| |
|
|
| 6.21 |
|
Form of Property Management Agreement for the Melwood Property, dated May 4, 2026 |
| |
|
|
| 6.22* |
|
Home
Purchase Agreement for the Melwood Property, dated April 30, 2026, between Neptune REM, LLC and D.R. Horton, Inc. |
| |
|
|
| 6.23 |
|
Form of Property Management Agreement for the Rossville Property, dated May 4, 2026 |
| |
|
|
| 6.24* |
|
Home
Purchase Agreement for the Rossville Property, dated April 25, 2026, between Neptune REM, LLC and D.R. Horton, Inc. |
| |
|
|
| 6.25 |
|
Form of Property Management Agreement for the Jameson Property, dated January 30, 2026 |
| |
|
|
| 6.26 |
|
Form of Property Management Agreement for the Macallan Property, dated January 30, 2026 |
| |
|
|
| 8.1* |
|
Escrow Agreement dated [*],
2023, by and among North Capital Private Securities Corporation, Terra Mint Group, Corp. and The Cedar Ridge Series, a series of
Neptune REM LLC |
| |
|
|
| 8.2* |
|
Escrow Agreement dated [*],
2023, by and among North Capital Private Securities Corporation, Terra Mint Group, Corp. and The Dalmore Series, a series of Neptune
REM LLC |
| 8.3* |
|
Escrow
Agreement dated [*], 2023, by and among North Capital Private Securities Corporation, Terra Mint Group, Corp. and The Templeton Series,
a series of Neptune REM LLC |
| |
|
|
| 8.4* |
|
Escrow Agreement dated [*],
2023, by and among North Capital Private Securities Corporation, Terra Mint Group, Corp. and The Woody Creek Series, a series of
Neptune REM LLC |
| |
|
|
| 8.5* |
|
Escrow Agreement dated [*],
2024, by and among North Capital Private Securities Corporation, Terra Mint Group, Corp. and The Blanton Series, a series of Neptune
REM LLC |
| |
|
|
| 8.6* |
|
Escrow Agreement dated [*],
2024, by and among North Capital Private Securities Corporation, Terra Mint Group, Corp. and The Stag Series, a series of Neptune
REM LLC |
| |
|
|
| 8.7 |
|
Escrow Agreement, dated [*], 2026, by and among North Capital Private Securities Corporation, Terra Mint Group, Corp. and The
Garrison Series, a series of Neptune REM LLC |
| |
|
|
| 8.8 |
|
Escrow Agreement, dated [*], 2026, by and among North Capital Private Securities Corporation, Terra Mint Group, Corp. and The
Macallan Series, a series of Neptune REM LLC |
| |
|
|
| 8.9 |
|
Escrow Agreement, dated [*], 2026, by and among North Capital Private Securities Corporation, Terra Mint Group, Corp. and The
Jameson Series, a series of Neptune REM LLC |
| |
|
|
| 8.10 |
|
Escrow Agreement, dated [*], 2026, by and among North Capital Private Securities Corporation, Terra Mint Group, Corp. and The
Melwood Series, a series of Neptune REM LLC |
| |
|
|
| 8.11 |
|
Escrow Agreement, dated [*], 2026, by and among North Capital Private Securities Corporation, Terra Mint Group, Corp. and The
Rossville Series, a series of Neptune REM LLC |
| |
|
|
| 11.1* |
|
Consent of Artesian CPA, LLC |
| |
|
|
| 12.1* |
|
Opinion of Thompson Hine LLP |
| |
|
|
| 13.1* |
|
Testing the Waters materials |
* Previously filed.
SIGNATURES
Pursuant to the requirements of Regulation A, the issuer has duly
caused this Post-Qualification Amendment No. 8 to Form 1-A to be signed on its behalf by the undersigned, thereunto duly authorized,
in the State of Delaware, on June 10, 2026.
Neptune REM LLC, a
Delaware limited liability company
| By |
Terra Mint Group, Corp.,
a Wyoming corporation |
|
| Its: |
Managing Member |
|
| |
|
| By: |
/s/ Chris
Gerardi |
|
| Name: |
Chris Gerardi |
|
| Title: |
Chief Executive Officer and Chief financial Officer |
|
This Offering Statement has been signed by the following persons in
the capacities and on the dates indicated.
Terra Mint Group, Corp., a Wyoming Corporation
| By: |
/s/
Chris Gerardi |
|
| Name: |
Chris Gerardi |
|
| Title: |
Chief Executive Officer, Chief Financial Officer, Principal
Executive Officer, Principal Financial Officer, and Director, Terra Mint Group, Corp. |
|
| |
|
|
| Date: |
June 10, 2026 |
|
| |
|
|
| By: |
/s/ Eugene
M. Frederick |
|
| Name: |
Eugene M. Frederick |
|
| Title: |
Chief Growth Officer and Director, Terra Mint Group, Corp. |
|
| |
|
|
| Date: |
June 10, 2026 |
|