Per Share				Total Maximum
Public Offering Price		$	0.90			$	50,000,000
Organization, Offering and Marketing Expenses		$	0.045			$	2,500,000
Proceeds to the Company from this Offering to the Public		$	0.855			$	47,500,000

TABLE OF CONTENTS

Section	Page Number
Caution Regarding Forward Looking Statements	1
Summary and Risk Factors	3
Executive Summary	3
Our Business	3
The Offering	3
Company Operations and Other Matters	3
Risk Factors	4
Dilution	10
Plan of Distribution and Selling Securityholders	11
Use of Proceeds	11
Description of Business	13
Offices and Employees	13
Company Overview	13
Investment Strategy	14
Investment Committee	16
Competition	17
Our Revenue	17
Our Operating Costs and Expenses	18
U.S. and Brazilian Taxes	19
Brazilian Taxes	19
Brazilian Tax System Generally	19
U.S. Federal Income Taxes	19
Classification as a Corporation	19
Taxation of Dividends	20
Foreign Tax Credit	20
Sale or Exchange of Class A Investor Shares	20
Treatment of Distributions	21
Alternative Minimum Tax	21
Taxable Year	21
Tax Returns and Information; Audits; Penalties; Interest	21
Other U.S. Tax Consequences	21
Summary of Supporting Contracts	22
Land Leases	22
Project Rental Contracts	23
Operations and Maintenance Contracts	24
Construction Contracts	25
Project Maintenance Contracts	26
Credit Management Agreements	27
Material Legal Proceedings	27
Factors Likely to Impact the Performance of the Company	28
Description of Property	28
Projects Acquired	28
Projects Sold	29
Projects Owned	29
Management Discussion and Analysis of Financial Condition and Result of Operation	30
Market Outlook and Recent Trends	30
Brazilian Solar Energy Policies	31
Interconnection	31
Distributions	32
Calculating Distributions	33
Sources of Distributable Cash Flow	33
Allocation of Distributions	33
Calculation of Preferred Return	34
Calculation of Promoted Interest	34
Past Operating Results	34
Leverage	35
Liquidity and Capital Resources	35
Method of Accounting	35
Directors, Executive Officers & Significant Employees	36
Names, Positions, Etc.	36
Family Relationships	36
Ownership of Related Entities	36
Business Experience	37
Legal Proceedings Involving Executives and Directors	39
Other Solar Energy Funds	39
Compensation of Directors and Executive Officers	39
Overview	39
Fees and Other Compensation	40
Co-Investment	40
Promoted Interest	41
Reporting Compensation to Investors	41
Stages of Development	41
Security Ownership of Manager and Certain Securityholders	42
Interest of Management and Others in Certain Transactions	42
Contracts Currently Signed or Expected to be Signed with Related Parties	43
Securities Being Offered: The Class A Investor Shares	44
Description of Securities	44
Price of Class A Investor Shares	44
Voting Rights	44
Limited Liability Company Agreement	45
Summary of LLC Agreement and Authorizing Resolution	45
Formation of Ownership	45
Shares and Ownership	45
Management	45
Exculpation and Indemnification of Manager	46
Obligation to Contribute Capital	47
Personal Liability	47
Distributions	47
Transfers and First Right of Refusal	47
Death, Disability, Etc.	47
Fees to Manager and Affiliates	47
Mandatory Redemptions	47
"Drag-Along" Right	48
Electronic Delivery	48
Amendment	48
Information Rights	48
Distributions in Liquidations	49
Preemptive Rights	49
Liability to Make Additional Contributions	49
Withholding	49
No Guarantee	49
Redemption Plan	49
Rights of Common Shares	50
How to Invest	50
Limit on the Amount a Non-Accredited Investor Can Invest	51
Additional Information	52
Index to Financial Statements	53
Glossary of Certain Defined Terms	54
Part III - Exhibits	55
Index to Exhibits and Description of Exhibits	55
Signatures	56

Caution Regarding Forward-Looking Statements

	·	our ability to effectively deploy the proceeds raised in our Offering;
	·	ability to attract and retain Investors to the Platform;
	·	risks associated with breaches of our data security;
	·	public health crises, pandemics and epidemics, such as those caused by new strains of viruses such as H5N1 (avian flu), severe acute respiratory syndrome (SARS) and, most recently, the novel coronavirus (COVID-19);
	·	climate change and natural disasters that could adversely affect our Projects and our business;
	·	changes in economic conditions generally and the renewable energy and securities markets specifically;
	·	limited ability to dispose of assets because of the relative illiquidity of renewable energy Projects;
	·	our failure to obtain necessary outside financing;
	·	risks associated with derivatives or hedging activity;
	·	intense competition in Brazilian renewable energy markets that may limit our ability to attract or retain energy offtakers;
	·	defaults under Supporting Contracts (see "Summary of Supporting Contracts");
	·	increased interest rates and operating costs;
	·	the risk associated with potential breach or expiration of a ground lease, if any;
	·	our failure to successfully construct, interconnect, operate or maintain the Projects;

	·	exposure to liability relating to environmental and health and safety matters;
	·	the failure of Projects to yield anticipated results;
	·	our level of debt and the terms and limitations imposed on us by our debt agreements;
	·	our ability to retain our executive officers and other key personnel of our Manager;
	·	the ability of our Manager to source, originate and service our loans;
	·	the ability for our engineering, procurement and construction contractors and equipment manufacturers to honor their contracts including warranties and guarantees;
	·	regulatory changes impacting our business or our assets (including changes to the laws governing the taxation of corporations and SEC guidance related to Regulation A, or the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"));
	·	changes in business conditions and the market value of our Projects, including changes in renewable energy policy, interest rates, prepayment risk, operator or borrower defaults or bankruptcy, and generally the increased risk of loss if our investments fail to perform as expected;
	·	our ability to implement effective conflicts of interest policies and procedures among the various renewable energy investment opportunities sponsored by our Manager;
	·	our compliance with applicable local, state and federal laws, including the Investment Advisers Act of 1940, as amended (the "Advisers Act"), the Investment Company Act of 1940, as amended, and other laws; and
	·	changes to U.S. generally accepted accounting principles ("U.S. GAAP").

Summary and Risk Factors Our Business The Offering Company Operations and Other Matters

	·	First, a 7% per year preferred return to Class A Investors (the "Preferred Return");
	·	Thereafter, any additional cash flow 70% to the Investors and 30% to the Manager (the "Promoted Interest")

	·	Historically, the markets of developing countries have been more volatile than the markets of developed countries.
	·	Developing countries may have less developed legal and accounting systems. The legal systems of developing countries might be less reliable in terms of enforcing contracts.
	·	The governments of developing countries may be more unstable and more likely to impose capital controls, nationalize a company or industry, place restrictions on foreign ownership and on withdrawing money from the country, and/or impose punitive taxes that could adversely affect prices.
	·	The economies of developing countries may be dependent on relatively few industries that are more susceptible to local and global changes.
	·	Brazil faces security challenges, and the Projects can be vulnerable to theft, vandalism, and damage. Ensuring robust security measures is essential to mitigate these risks and protect project assets. If we are unable to properly secure the Projects, the Projects could be negatively affected by crime, which could reduce our net income.
	·	Some areas in Brazil are influenced or controlled by local non-governmental groups called "militias". Local militias may impact the security and operations of the Projects. Investors should carefully assess the presence of militias in Project locations and consider how this could affect our operations.
	·	Development challenges, such as land acquisition, permitting delays, and poor infrastructure, can hinder progress and increase costs of the Projects. Navigating these obstacles is crucial to the successful development of our Projects. Ineffective land acquisition practices, slow reaction to permitting delays or selecting sites with poor infrastructure can negatively affect the financial performance of the Projects and the Company.

	·	Any claims arising from your purchase of Class A Investor Shares must be brought in the state or federal courts located in Wilmington, Delaware, which might not be convenient to you.
	·	You would not be entitled to recover any lost profits or special, consequential, or punitive damages. However, that limitation does not apply to claims arising under Federal securities laws.

	·	Our Manager and its officers perform similar roles for other entities that are affiliated with the Manager and are not required to devote all of their time and effort to the Company and are only required to devote such time to our affairs as their duties require.
	·	Our Manager will receive fees based, in part, on the amount of cash flow the Projects generate. The Manager might, therefore, have an incentive to raise more capital, and invest in more Projects, than they would otherwise, leading them to invest in borderline Projects.
	·	The entire business of the Manager consists of investing in solar projects, including solar projects in Brazil. There could be conflicts between Projects they decide to invest in through the Company and projects they invest in through other vehicles.

	·	There will be no established market for the Class A Investor Shares, meaning the Investor could have a hard time finding a buyer for its shares.
	·	Although the Company offers a Redemption Plan, there is no guarantee that an Investor who wants to sell his, her, or its Class A Investor will be able to do so.
	·	Class A Investor Shares may not be transferred without the Company's consent, which we can withhold in our sole discretion. The Company also has a right of first refusal to purchase any Class A Investor Shares proposed to be transferred.

Dilution Plan of Distribution and Selling Securityholders Use of Proceeds Description of Business

	·	Yield and Cashflow: Many investment funds look for reliable cashflows generating a targeted yield. With both revenue and most expenses locked in by contract, the cash flow from any Project or portfolio of Projects should be predictable and consistent for as long as 25 years.
	·	Project Consolidation: Some of the Projects will be too small or unusual for institutional buyers to consider purchasing on their own. The Company could package these Projects into a larger, more standardized portfolio that will be attractive to these larger, more efficiency-focused players. In the aggregate, a portfolio of Projects might be expected to generate 50+ megawatts of power with relatively uniform power contracts, engineering standards, and underwriting criteria. A portfolio of that size can bear the fees and diligence associated with an institutional-grade transaction or securitization.
	·	Cash Flow Stabilization: When the Company buys a Project, it will typically share the construction risk with the Development Company that originated the Project. Larger investors are generally unwilling to take on construction risk and will invest only in Projects that are already generating positive cash flow, referred to as "stabilization". Thus, the Company may acquire Projects before stabilization and sell them after stabilization. Institutional investor interest in the Portfolio should increase as the portfolio stabilizes.
	·	Increase in Residual Value: When the Company acquires a Project, the appraisal is based solely on the cash flows projected from executed Project Rental Contracts, with no residual value assumed for the Project. There is a high probability that a Project will continue to create revenue after its initial contract period in the form of a contract extension, repositioning, or sale of energy into the merchant energy markets. This creates a sort of built-in "found value" for our Projects, which may be realized upon sale.

	·	Even with the relatively low rates of economic growth Brazil has experienced in recent years, as compared to other developing countries, its energy needs continue to grow as the country modernizes and increases its use of electronic devices.
	·	Brazil has relied extensively on electricity generated from hydropower. However, hydroelectricity fluctuates with the seasons and most large hydroelectric projects have already been developed, so new projects come online at more expensive pricing.
	·	Previous governments subsidized energy costs for decades. Recent changes in government have removed these subsidies, so the true cost of energy is now being passed through to end-users.

	·	Power Capacity: The Brazilian market for utility-size solar projects (10+ megawatts) is efficient and competitive, with many large players. We intend to focus on the smaller market, with projects of between one-hundred kilowatts and five megawatts. The capacity of a solar project is determined in accordance with "standard testing conditions" established by certain laboratories worldwide. The actual output of a solar project fluctuates with solar irradiance.
	·	Subscribers: The Subscribers for a given Project will be private households and small businesses, organized into a single entity, typically taking the form of a limitada managed by the Company, as a consortium for commercial and residential Subscribers ("Consortium"). For a one-megawatt Project, we would expect the Consortium to include, on average, about 2,000 Subscribers. Subscribers may opt out of a Consortium at any time and will be replaced by other Subscribers from a waiting list.
	·	Project Rentals: A SPE will rent each Project to a Consortium so that, in form, Subscribers are generating their own electricity, while the rent paid by the Consortium is effectively a payment for their use of the Project. Typically, a Project Rental Contract will have a term of 20 years.

	·	Operation and Maintenance: When the SPE rents a Project to a Consortium, the Consortium will simultaneously hire the SPE to operate and maintain the Project on a turnkey basis, and the SPE will hire a third party to perform some or all of those services.
	·	Locations: We select locations based primarily on:
		o Brazilian states which have the most advantageous tax and energy economics;
		o Efficient access for maintenance;
		o Interconnection points with the electricity grid;
		o Solar irradiance; and
		o Acceptable security risks. The Company tries to avoid selecting Projects in locations with high crime areas which could expose the Project to an increased risk of theft and vandalism.
	·	Right to Land: Typically, we lease the land where the Projects are built, pursuant to a lease that continues for at least the duration of the Project Rental Contract with our Subscriber and gives us, as tenant, the right to extend.

	·	Connecting Projects to the Local Electric Grid: The Projects will not be connected directly to Subscribers. Instead, they will be connected to the local electric grid. As a member of a Consortium, which has rights to the Project via the Project Rental Contract, Subscribers will be entitled to a credit on their electric bill.
	·	Our Solar Equipment: We use the equipment standardly used across the solar industry: solar panels, which turn sunlight into electrical energy; and inverters, which convert direct current from panels to alternating current used in homes and businesses. We buy our equipment only from certain manufacturers known for high quality and financial strength.
	·	Compliance with Brazilian Laws Applicable to Solar Projects: Each Project will comply with Normative Resolution ANEEL n° 482/2012 ("Ren 482"), the primary law governing community solar electricity systems in Brazil.
	·	When the Company Invests in Projects: Normally, the Company will not invest in a Project until certain conditions are satisfied. Among these:
		o The SPE has executed contracts for the lease of the underlying land, for engineering, and for the construction of the Project, for the rental of the Project to a Consortium, a full list of committed Subscribers and for operations and maintenance;
		o The electric utility has confirmed that the Project can connect with the electric grid;
		o All environmental and installation permits have been obtained;
		o We have executed installation service agreements (e.g., for all civil and site work, electrical installation, installation of racking, etc.); and
		o We have obtained insurance.

Revenue Recognition	Amount as of 12/31/2022	Amount as of 06/30/2023
Subscriber Payments	$40,051	$147,387
Purchase and Sale Agreement for Environmental Commodities	$0	$0
Sale of Projects	$0	$182,580

Procedure	Example
Step 1 - Identify the Contract	Project Rental Contract
Step 2 - Identify the Performance Obligations	Delivery of electricity from solar plant
Step 3 - Determine the Transaction Price	Amount contractually signed with Subscriber
Step 4 - Allocate the Transaction Price	Obligation is satisfied by transferring control of the electricity produced to the Subscriber
Step 5 - Recognize Revenue	At a point in time when the Subscriber is invoiced

	·	banking fees;
	·	legal expenses;
	·	payments to the Manager for fees and carried interest;
	·	fees to wire money from Brazil to the U.S.;
	·	payments to U.S. states to comply with their respective securities law ("Blue Sky Laws");
	·	debt service and transactional payments (where we borrow money at the Company level);
	·	annual financial audit expenses;
	·	depreciation;
	·	U.S. and Brazilian taxes.

	·	payments to third parties to operate and maintain the Projects;
	·	lease payments to landowners;
	·	debt service and transactional payments (where we borrow money at the Project level);
	·	utilities;
	·	on-site security;
	·	payments to the third party that manages Subscriber electric bill credits;
	·	Brazilian taxes;
	·	banking fees;
	·	depreciation;
	·	project insurance.

Brazilian Tax System Generally

	·	A corporate income tax equal to (i) 15% of the SPE's taxable income, plus (ii) 10% of the SPE's taxable income per month in excess of R$20,000.
	·	A social contribution tax equal to 9% of the taxable income of the SPE.
	·	A corporate sales tax equal to 1.65% of the SPE's gross sales revenue.
	·	A social security tax equal to 7.6% of the SPE's gross sales revenue.
	·	A tax on some purchased goods (like a sales tax) imposed at 10%.

Classification as a Corporation Taxation of Dividends Foreign Tax Credit Sale or Exchange of Class A Investor Shares Treatment of Distributions Alternative Minimum Tax Taxable Year Tax Returns and Information; Audits; Penalties; Interest Other U.S. Tax Consequences

	·	Land Leases: The SPE will lease (rather than buy) the land where the Project is located, pursuant to a contract we refer to as a "Land Lease."
	·	Project Rental Contracts: In all cases, the SPEs will rent the Projects to a Consortium of Subscribers (so that the Subscribers are, in form, generating their own solar power) pursuant to a contract we refer to as a "Project Rental Contract."
	·	Operations and Maintenance Contracts: As the SPE rents the Project to a Consortium of Subscribers pursuant to a Project Rental Contract, the Consortium simultaneously hires the SPE to operate and maintain the Project pursuant to a contract referred to as an "Operations and Maintenance Contract."
	·	Construction Contracts: To build the Projects the SPE will hire a third party to provide engineering, procurement, and construction services pursuant to a contract referred to as a "Construction Contract."
	·	Project Maintenance Contracts: The SPE will then hire Energea Brazil to operate and maintain the Projects pursuant to a contract referred to as a "Project Maintenance Contract" (see "Interest of Management and Others in Certain Transactions").
	·	Credit Management Agreements: Each Project produces energy credits. To convert those energy credits into revenue, the SPE must hire a service provider to onboard Subscribers and administrate the allocation of energy to each Subscriber on a monthly basis. These services are performed by Energea Brazil under the terms and conditions set forth in a Credit Management Agreement (see "Interest of Management and Others in Certain Transactions").

Land Leases

	·	The initial term is typically the same as the term of the Project Rental Contract. However, the SPE will have the right to extend the term for up to 30 years.
	·	The rent typically escalates with the Brazilian consumer price index (the Indice Nacional de Precos ao Consumidor Amplo).
	·	The SPE is responsible for taxes, water fees, power, sewage and any other services or utilities.
	·	The SPE can do anything on the land necessary to build a Project, including opening roads, workshops, buildings, warehouses, offices, and other complimentary and ancillary installations so long as they are approved by the applicable legal authorities. The SPE is also permitted to make any improvements to the land it deems necessary so long as these improvements do not impact the structural integrity of any buildings and we give the lessor advance notice.

	·	The SPE is liable for any direct damages that occur to the land and must hold the lessor harmless against any claims, liabilities, direct damages, losses, or expenses caused by these damages unless the lessor was the party who caused such damages.
	·	The SPE is also responsible for any environmental liabilities that occurred during the Land Lease term, while the lessor is responsible for any environmental liabilities before or after the Land Lease term. In connection with any environmental liabilities, the parties both agree to hold each other harmless for any claims, liabilities, or damages that each party is responsible for under the Land Lease. However, all liability for either party for any liabilities under the Land Lease (including environmental) will be limited to the direct damages and penalties imposed without regard to consequential damages and/or loss of profits.
	·	The SPE has a right of first refusal to purchase the land if the lessor wants to sell it.
	·	The lessor may terminate at any time. However, if the termination is for any reason other than our failure to pay rent for more than three months, the lessor is required to pay a penalty to compensate the SPE for the loss of revenue from the Project.
	·	The SPE may also terminate at any time. The SPE would not be subject to any penalty but would be required to remove the Project and repair any damage to the land.
	·	Disputes would be resolved by arbitration in Rio de Janeiro under the rules of the Federation of Industries of the State of Sao Paulo (also known in Brazil as the Federação das Industrias do Estado de Sao Paulo).

Project Rental Contracts

	·	The Consortium rents the Project for 25 years.
	·	The SPE is responsible for obtaining and maintaining any necessary authorizations or approvals for operating the Project.
	·	The SPE retains title to the Project.
	·	The SPE will receive a direct pass-through of 90% of all revenue collected by the Consortium, from Subscribers as compensation under this agreement.
	·	Disputes would be resolved by arbitration in Rio de Janeiro under the rules of the Federation of Industries of the State of Sao Paulo (also known in Brazil as the Federação das Industrias do Estado de Sao Paulo).

Operations and Maintenance Contracts

	·	The SPE is responsible for providing all services required to maintain and operate the Project, including:
		o Inspect the solar array at least twice per year;
		o Inspect the inverter at least twice per year;
		o Make adjustments to the Project to maximize power generation;
		o Coordinate inspections and repairs with relevant authorities;
		o Provide reports identifying (i) power production at 15 minute intervals; (ii) actual power production versus estimated production; and (iii) losses from transformers and inverters;
		o Serve as a liaison with utilities, component manufacturers, and their respective agents;
		o Maintain minimum quantities of replacement materials in inventory;
		o Coordinate electrical system/component repairs with the Subscriber's electrician;
		o Make requested repairs within level of service expectations; and
		o Perform preventative maintenance as required.
	·	All services will be performed in accordance with their respective owner/operator manuals, applicable manufacturer and vendor warranties and specification, prudent operating practices and applicable laws.
	·	The initial term is the same as the Project Rental Contract, which can be extended by mutual agreement of the parties.
	·	The SPE will receive a direct pass-through of 10% of all revenue collected by the Consortium from Subscribers as compensation under this agreement.
	·	Disputes would be resolved by arbitration in Rio de Janeiro under the rules of the Federation of Industries of the State of Sao Paulo (also known in Brazil as the Federacao das Industrias do Estado de Sao Paulo).

Construction Contracts

	·	The contractor will provide all the services needed to design and build a Project on a turnkey basis, including:
		o Producing estimates of the potential electrical capacity;
		o Creating engineering drawings;
		o Supplying materials; and
		o Installing, assembling, and testing the equipment.
	·	For its services, the contractor will be entitled to a fixed fee.
	·	The fixed fee will be paid in accordance with a schedule based on progress milestones.
	·	The contractor will (i) be responsible for payment of all taxes, charges, tax contributions, and social security contributions related to the services performed; and ensure that all of its personnel are duly registered, are performing services in accordance with Brazilian law, and are paid all wages, salary, labor, and social security charges for their work.
	·	The contractor will provide the SPE with certain warranties for its services and the equipment supplied.
	·	The contractor must maintain certain specified insurance coverages.
	·	The contractor is subject to various penalties for failure to perform including Liquidated Damages.
	·	Disputes would be resolved by arbitration by the Chamber of Business Arbitration in Brazil (also known in Brazil as the Camara de Mediacao e Arbitragem Empresarial - Brasil).

Project Maintenance Contracts

	·	The contractor will provide all services required to operate and maintain the Project, including:
		o Providing all personnel, equipment, and materials required for the efficient operation of the Project;
		o Preparing all supporting documentation and information related to the use and operation of the Project;
		o Inspecting transmission lines and substations at least twice annually and preparing a report suggesting services and maintenance to be performed on the Project;
		o Preparing and implementing operation and maintenance instructions, guides, and procedures specific to the Project, including contingency plans as necessary;
		o Performing routine inspections of the Project to ensure compliance with manufacturer's operation and maintenance standards;
		o Determining, and to the extent possible, performing or managing any additional services as necessary to remedy any actual or potential problems with the Project;
		o Registering the Project and all relevant equipment with the appropriate authorities; and
		o Managing the supply of all equipment inventory and spare parts.
	·	All services will be performed in accordance with their respective owner/operator manuals, applicable manufacturer and vendor warranties and specification, prudent operating practices and applicable laws.
	·	The contractor will regularly communicate with the SPE concerning the Project, including:
		o When any work is being done on the Project, holding monthly meetings;
		o Providing monthly reports;
		o Providing daily bulletins on the operation of the Project;
		o Preparing monthly management; and
		o Providing a report on any technical work performed on a Project.
	·	The SPE will pay the third-party contractor a fixed monthly fee plus an additional amount for unexpected parts or services not part of the Scope of Work. The fixed monthly fee is subject to adjustment based on inflation.
	·	The initial term of the contract is 60 months.
	·	Disputes will be resolved in the courts of the Judicial District of Rio de State of Rio de Janeiro.

Credit Management Agreements

	·	The Contractor will provide two types of credit management services:
		o Marketing and acquisition services: whereby the Contractor is to identify, onboard and document Subscribers to the Consortium;
		o Credit Management services: whereby the Contractor is to provide software and services necessary to create, verify, allocate and distribute energy credits followed by the invoicing and collection of revenue from Subscribers
	·	The term is for 20 years, the same term as the Project Rental Contract.
	·	Contractor must allocate at least 95% of all energy credits produced by the Project to Subscribers each month.
	·	Contractor is to meet international safety and security standards around the use and possession of customer information.
	·	Compensation for the services are divided into two categories to match the two types of services where marketing and acquisition services are paid a commission based on the contracted energy load and the credit management services are compensated as a fixed monthly fee.
	·	Either Party may terminate the agreement with written notice to the other. Early termination for cause will result in a one-time early termination fee equal to six months of service payments to be paid by the Party who committed the defaulting act.

	·	The Price of Electricity in Brazil: As of the date of this Offering Circular, we estimate that our Subscribers will typically save approximately 15% on their electricity bills when they subscribe to one of our Projects. The energy product we offer Subscribers is a fixed discount on their cost of energy. In other words, if a Subscriber joined with a fixed 15% discount, the amount of revenue we generate from that Subscriber will go up if energy prices go up (as determined by published tariff set by the interconnecting utility for conventional energy) and down if energy prices go down.
	·	Government Policies: (see "Management Discussion: Comments on the Market") Given the environmental and economic benefits of solar power, the Company expects the friendly attitude of the Brazilian government to continue. As we have seen in other markets, however, environmentally friendly policies can change quickly. If the government in Brazil succumbed to pressure from incumbent energy producers, it could impose additional costs on the Projects.
	·	Currency Fluctuations: The Brazilian national currency, the BRL, as of the date of this Offering Circular fluctuating near historic lows vis-à-vis the USD, making investments in Brazil relatively inexpensive. Although we believe the BRL will strengthen vis-à-vis the USD, making the profits from our Projects more valuable for U.S. investors, our financial projections assume conservatively that the BRL will continue to weaken versus the USD. Should the real weaken faster than our projections and after we invest in Projects, any profits from operational Projects would be less valuable for U.S. investors.

Description of Property

Project Name	Entity Name	Project Size (AC)	Acquisition Date	Amount Invested*
Salinas	Project Salinas Geração S.A.	5.0 MW	04/15/19	$265,148.35
Itaguai III	Energea Itaguai III Aluguel de Equipamentos e Manutenção Ltda.	1.0 MW	03/06/20	35,706.72
Iguatama	Energea Iguatama Aluguel de Equipamentos e Manutencao Ltda.	2.3 MW	10/12/20	2,266,303.28
Pedrinopolis	Energea Pedrinopolis Ltda.	2.3 MW	05/21/21	117.67
Pedra do Indaiá	Energea Pedra do Indaiá Ltda.	2.3 MW	10/01/21	4,026,668.74
Divinopolis III	Energea Divinopolis Ltda.	2.3 MW	12/23/21	1,503,089.75
Araxa I	Energea Araxa I Ltda	2.5 MW	12/23/21	295,743.47
Araxa II	Energea Araxa II Ltda	2.5 MW	12/23/21	296,299.34
Divinópolis II	Energea Divinopolis II Ltda	2.5 MW	01/04/22	3,362,311.56
Corumbaíba	Energea Corumbaíba Ltda	2.5 MW	09/09/22	285,076.60
Diamantina II	Energea Diamantina II Ltda	2.5 MW	10/17/22	113,680.39
Formiga I	Energea Formiga I Ltda	2.5 MW	10/17/22	157,073.68
Formiga II	Energea Formiga II Ltda	1.5 MW	10/17/22	73,235.76
Naque	Energea Naque Ltda	1.5 MW	10/17/22	123,329.81
Micros I	Energea Micros I Ltda	1.1 MW	12/29/22	976,491.26
Itabapoana	Energea Itabapoana Ltda	2.5 MW	12/29/22	94,589.50
Aparecida do Taboado II	Energea Aparecida do Taboado II Ltda	2.5 MW	04/12/23	135,567.32
Frei Inocêncio	Energea Frei Inocêncio Ltda	2.5 MW	04/12/23	95,567.32
Nova Lacerda	Energea Nova Lacerda Ltda	2.5 MW	04/12/23	73,611.43
Monte Sião	Energea Portfolio Geração de Projetos MG II Ltda	2.5 MW	04/17/23	95,833.33
Aparecida do Taboado I	Energea Aparecida do Taboado I Ltda	2.5 MW	05/24/23	155,176.20
	TOTAL			$14,430,621.48

Project Name	Entity Name	Project Size (AC)	Estimated Projected Cost	Amount Invested*	Form 1-U
Iguatama	Energea Iguatama Aluguel de Equipamentos e Manutencao Ltda.	2.3 MW	$2,266,303.28	$2,266,303.28	Link
Pedra do Indaiá	Energea Pedra do Indaiá Ltda.	2.3 MW	4,060,647.00	4,026,668.74	Link
Divinopolis III	Energea Divinopolis Ltda.	2.3 MW	2,769,085.00	1,503,089.75	Link
Araxa I	Energea Araxa I Ltda	2.5 MW	3,586,096.00	295,743.47	Link
Araxa II	Energea Araxa II Ltda	2.5 MW	3,599,613.00	296,299.34	Link
Corumbaíba	Energea Corumbaíba Ltda	2.5 MW	3,380,687.00	285,076.60	Link
Divinópolis II	Energea Divinopolis II Ltda	2.5 MW	3,419,573.00	3,362,311.56	Link
Micros I	Energea Micros I Ltda	1.1 MW	1,048,742.00	976,491.26	Link
Aparecida do Taboado II	Energea Aparecida do Taboado II Ltda	2.5 MW	3,284,388.00	135,567.32	TBD
Diamantina II	Energea Diamantina II Ltda	2.5 MW	3,238,712.00	113,680.39	TBD
Formiga I	Energea Formiga I Ltda	2.5 MW	3,297,611.00	157,073.68	TBD
	TOTAL		$33,951,457.28	$13,418,305.39

ENERGEA PORTFOLIO 2 LLC AND SUBSIDIARIES
Property and Equipment
6/30/23
Project Name	Entity Name	PPE	Depreciation	Total
Iguatama	Energea Iguatama Aluguel de Equipamentos e Manutencao Ltda.	2,507,751	(73,113)	2,434,638
Pedra do Indaiá	Energea Pedra do Indaiá Ltda.	3,846,376	-	3,846,376
Divinopolis III	Energea Divinopolis Ltda.	280,263	-	280,263
Araxa I	Energea Araxa I Ltda	263,216	-	263,216
Araxa II	Energea Araxa II Ltda	263,772	-	263,772
Divinópolis II	Energea Divinopolis II Ltda	1,019,026	-	1,019,026
Corumbaíba	Energea Corumbaíba Ltda	252,377	-	252,377
Diamantina II	Energea Diamantina II Ltda	113,680	-	113,680
Formiga I	Energea Formiga I Ltda	138,357	-	138,357
Micros I	Energea Micros I Ltda	150,915	-	150,915
Aparecida do Taboado II	Energea Aparecida do Taboado II Ltda	112,427	-	112,427
	TOTAL	$8,948,161	(73,113)	8,875,048

ENERGEA PORTFOLIO 2 LLC AND SUBSIDIARIES
Property and Equipment
12/31/22
Project Name	Entity Name	PPE	Depreciation	Total
Iguatama	Energea Iguatama Aluguel de Equipamentos e Manutencao Ltda.	2,457,754	(34,700)	2,423,054
Pedra do Indaiá	Energea Pedra do Indaiá Ltda.	2,761,952	-	2,761,952
Divinopolis III	Energea Divinopolis Ltda.	254,334	-	254,334
Araxa I	Energea Araxa I Ltda	249,927	-	249,927
Araxa II	Energea Araxa II Ltda	250,483	-	250,483
Divinópolis II	Energea Divinopolis II Ltda	97,456	-	97,456
Corumbaíba	Energea Corumbaíba Ltda	146,035	-	146,035
Diamantina II	Energea Diamantina II Ltda	113,680	-	113,680
Formiga I	Energea Formiga I Ltda	117,196	-	117,196
Formiga II	Energea Formiga II Ltda	73,236	-	73,236
Naque	Energea Naque Ltda	113,680	-	113,680
Micros I	Energea Micros I Ltda	85,131	-	85,131
Itabapoana	Energea Itabapoana Ltda	94,590	-	94,590
	TOTAL	$6,815,454	(34,700)	6,780,754

Management Discussion and Analysis of Financial Condition and Result of Operation Brazilian Solar Energy Policies

	·	Net Metering: RN 482 allowed consumers to install solar panels or other distributed generation systems and feed excess electricity back into the grid. This excess energy could be credited and used to offset the consumer's future electricity bills. This mechanism is known as net metering.
	·	Consumer Categories: RN 482 classified consumers into two categories: DG1 and DG2.
		o DG1: This category included residential and small commercial consumers with installed capacity of up to 75 kW (kilowatts). They were eligible for simplified net metering procedures and received credits for excess energy at the same rate they paid for energy consumption. The Company has acquired several DG1 Projects which we refer to as "micros".
		o DG2: This category covered larger consumers, such as industrial or larger commercial users, with installed capacity above 75 kW and up to 5 MW (megawatts). DG2 consumers had more complex billing structures and received credits for excess energy at lower rates. The majority of the Projects owned by the Company are DG2 projects.

	·	Installed Capacity: DG1 consumers had a maximum installed capacity of up to 75 kW, while DG2 consumers had capacities exceeding 75 kW and up to 5 MW.
	·	Billing: DG1 consumers enjoyed a more straightforward and favorable net metering arrangement with credits for excess energy at the retail electricity rate. DG2 consumers, on the other hand, faced more complex billing structures and received credits at a lower rate, which was typically lower than the retail rate.

Interconnection

Distribution Date	Distributable Cash Flow	Preferred Return	Promoted Interest*	Total Class A Investor Distributions (Including Preferred Return)	Cash on Cash Yield**
05/20/2021	137,235.23	50,103.18	4,415.82	132,819.41	20.18%
06/24/2021	34,398.08	11,331.28	883.16	33,514.92	3.00%
07/24/2021	33,961.13	8,663.79	883.16	33,077.97	2.74%
08/26/2021	20,320.88	6,615.89	883.16	19,437.72	1.40%
09/23/2021	20,320.79	6,829.13	883.16	19,437.63	1.27%
10/27/2021	20,320.80	6,951.10	883.16	19,437.64	1.09%
11/30/2021	20,320.80	7,054.00	883.16	19,437.64	1.03%
12/24/2021	18,977.20	13,651.91	-	18,977.20	0.84%
2021 Total	$305,854.91	$104,249.18	$9,714.78	$296,140.13	31.55%
01/26/2022	10,973.59	3,316.66	1,766.32	9,207.27	0.32%
02/24/2022	8,787.12	3,020.41	883.16	7,903.96	0.27%
03/29/2022	9,860.27	3,957.94	883.16	8,977.11	0.28%
04/29/2022	7,068.65	3,351.29	-	7,068.65	0.22%
05/31/2022	7,068.14	2,992.40	-	7,068.14	0.21%
06/30/2022	24,999.75	10,725.17	-	24,999.75	0.68%
07/29/2022	25,000.10	6,134.70	-	25,000.10	0.66%
08/27/2022	24,073.19	20,127.59	789.12	23,284.07	0.56%
09/27/2022	23,677.18	10,506.53	2,634.13	21,043.05	0.48%
10/27/2022	23,774.37	10,254.62	2,703.95	21,070.42	0.72%
11/29/2022	33,759.97	14,656.27	3,820.74	29,939.23	0.44%
12/28/2022	27,897.02	12,302.77	3,118.85	24,778.17	0.70%
2022 Total	$226,939.35	$97,995.05	$16,599.43	$210,339.92	5.54%
01/27/2023	23,771.06	10,855.76	1,291.53	22,479.53	0.39%
02/24/2023	28,739.48	12,192.29	3,474.91	25,264.57	0.41%
03/27/2023	33,687.38	15,314.18	2,755.98	30,931.40	0.48%
04/28/2023	33,709.20	15,474.53	2,735.20	30,974.00	0.44%
05/30/2023	35,708.77	16,432.24	2,891.48	32,817.29	0.43%
06/26/2023	43,709.57	20,252.44	3,518.57	40,191.00	0.48%
07/25/2023	98,709.19	45,896.06	7,921.97	90,787.22	0.95%
08/28/2023	33,708.43	15,668.70	2,705.96	31,002.47	0.31%
09/27/2023	85,715.70	41,000.83	6,707.23	79,008.47	0.76%
10/27/2023	88,636.35	35,620.88	7,952.32	80,684.03	0.72%
11/24/2023	83,709.19	40,601.46	6,466.16	77,243.03	0.67%
12/26/2023	79,106.28	38,374.75	6,109.73	72,996.55	0.59%
2023 Total	$668,910.60	$307,684.11	$54,465.22	$614,375.07	6.63%
TOTAL	$1,201,704.86	$509,928.34	$80,779.43	$1,120,855.12	43.72%

Sources of Distributable Cash Flow

	·	Sale of Energy under Project Rental Contracts and Operations and Maintenance Contracts
	·	Net Proceeds from Capital Transactions
		o Originates from the sale or refinancing of Projects
		o Net proceeds are the gross proceeds of the capital transaction minus associated expenses, including debt repayment
	·	Liquidated Damages from Construction Agreements
		o Penalties paid by EPC Contractors when Projects are delivered behind schedule
		o LDs are not booked as revenue but are considered distributable cash flow

Allocation of Distributions

	·	First, a preferred return equal to a 7% IRR to Class A Investors (the "Preferred Return");
	·	Thereafter, any additional cash flow 70% to the Investors and 30% to the Manager (the "Promoted Interest")

Calculation of Preferred Return Calculation of Promoted Interest Directors, Executive Officers & Significant Employees

Name	Position with Manager	Age	Term of Office	Approximate Hours Per Week If Not Full Time (1)
Executive Officers
Mike Silvestrini	Managing Partner	43	01/01/2017 - Present	Full Time
Gray Reinhard	Managing Partner	39	01/01/2020 - Present	Full Time
Significant Employees
Isabella Mendonça	General Counsel	32	10/02/2020 - Present	Full Time
Arthur Issa	Financial Analyst	29	05/23/2018 - Present	Full Time
Tyler Hurlburt	Director of Investment Relations	45	11/03/2020 - Present	Full Time
Marta Coehlo	Controller	51	12/07/2018 - Present	Full Time
Dave Rutty	Director of Construction	34	06/13/2022 - Present	Full Time
Kathy Koser	Director of Compliance	43	08/01/2021 - Present	Full Time

	·	Energea Portfolio 3 Africa LLC ("Portfolio 3"), which was formed to acquire and operate projects with located in Africa.
	·	Energea Portfolio 4 USA LLC ("Portfolio 4"), which was formed to acquire and operate projects located in the United States.

	Energea Portfolio 2 LLC	Energea Portfolio 3 Africa LLC	Energea Portfolio 4 USA LLC
Date of Initial Qualification	08/13/2020	08/2/2021	07/01/2021
Maximum Offering Amount	$75,000,000	$75,000,000	$75,000,000
Raised Through 12/26/23	$11,923,332.92	$2,577,293.75	$2,911,945.62
Solar Projects Owned	Eleven	Eleven	Four

Compensation of Directors and Executive Officers

	·	They receive fees and other compensation, including for services provided;
	·	They may invest alongside Investors and, if so, will receive the same distributions as Investors;
	·	They receive the Promoted Interest; and
	·	They receive interest on loans to the Company.

	·	The total returns the Company is able to achieve;
	·	When those returns are achieved;
	·	When the Company distributes money to Investors; and
	·	The amount of expenses the Company incurs.

	·	The fees paid to the Manager and its affiliates; and
	·	Any transactions between the Company and the Manager or its affiliates.

Stage of Company	Compensation
Organization of Company	· Reimbursement of Expenses
Acquisition of Projects	· Asset Management Fee
	· Developer Fee
	· Interest on Loans
Operation of Projects	· Asset Management Fee
	· Promoted Interest
	· O&M and Credit Management Service Fees
Sale of Projects	· Asset Management Fee
	· Promoted Interest

Security Ownership of Manager and Certain Securityholders

Name of Beneficial Owner (1)(2)	Number of Shares Beneficially Owned	Amount and Nature of Beneficial Ownership Acquirable	Percent of All Shares
Energea Global LLC	374,333	N/A	2.6284%
Michael Silvestrini	159,273(3)	N/A	1.1183%
Christopher Sattler	113,386(3)	N/A	0.7961%
Gray Reinhard	322	N/A	0.0023%
All directors and executive officers of our Manager as a group (3 persons)	272,981	N/A	1.9167%
	-		-

	(1)	Under SEC rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares "voting power," which includes the power to dispose of or to direct the disposition of such security. A person also is deemed to be a beneficial owner of any securities which that person has a right to acquire within 60 days. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which he or she has no economic or pecuniary interest.
	(2)	Each listed beneficial owner, person or entity has an address in care of our principal executive offices at 52 Main Street, Chester, CT 06412.
	(3)	Includes shares beneficially owned by Energea Global LLC, under the control of its Class A Shareholders. Notably, Michael Silvestrini and Chris Sattler, as the largest principal shareholders, hold 40.15% and 30.29% of the shares, respectively.

Interest of Management and Others in Certain TransactionS

	·	The Manager or a subsidiary of the Manager (i.e. Energea Brazil);
	·	Any director, executive officer, or significant employee of the Company or the Manager;
	·	Any person who has been nominated as a director of the Company or the Manager;
	·	Any person who owns more than 10% of the voting power of the Company or the Manager; and
	·	An immediate family member of any of the foregoing.

	·	Energea Brazil - Project Maintenance Contract: Energea Brazil provides operations and maintenance services to each of the SPEs. These services are detailed in the Project Maintenance Contract (see "Summary of Supporting Contracts").   Energea Brazil - Credit Management Agreement: Each Project produces energy credits. To convert those energy credits into revenue, the SPE must hire a service provider to onboard Subscribers and administrate the allocation of energy to each Subscriber on a monthly basis. These services are performed by Energea Brazil under the terms and conditions set forth in a Credit Management Agreement (see "Summary of Supporting Contracts").
	·	Energea Global - Credit Advance: The Company has entered into several credit advances with the Manager to accelerate the availability of capital needed to make certain small payments. These amounts are recorded as do-to/do-from transactions and no interest is charged to the Company for these advances.

Project	Related Party	Contract	Date Signed
Iguatama	Energea Brazil	Project Maintenance Contract	August 22, 2023
	Energea Brazil	Credit Management Agreement	Not Yet Signed
Pedra do Indaiá	Energea Brazil	Project Maintenance Contract	Not Yet Signed
	Energea Brazil	Credit Management Agreement	Not Yet Signed
Divinopolis II	Energea Brazil	Project Maintenance Contract	Not Yet Signed
	Energea Brazil	Credit Management Agreement	Not Yet Signed
Divinopolis III	Energea Brazil	Project Maintenance Contract	Not Yet Signed
	Energea Brazil	Credit Management Agreement	Not Yet Signed
Micros I	Energea Brazil	Project Maintenance Contract	Not Yet Signed
	Energea Brazil	Credit Management Agreement	Not Yet Signed

Securities Being Offered: the Class A Investor Shares

	·	The LLC Agreement, which can be found here; and
	·	The Authorizing Resolution, which can be found here.

Formation and Ownership Shares and Ownership Management

	·	An uncured breach of the LLC Agreement by the Manager; or
	·	The bankruptcy of the Manager; or
	·	Certain misconduct on the part of the Manager, if the individual responsible for the misconduct is not terminated.

Exculpation and Indemnification of Manager Obligation to Contribute Capital Personal Liability Distributions Transfers and First Right of Refusal Death, Disability, Etc. Fees to Manager and Affiliates Mandatory Redemptions

	·	If the Investor is an entity governed by the Employee Retirement Income Security Act of 1974, Code section 4975, or any similar Federal, State, or local law, and the Manager determines that all or any portion of the assets of the Company would, in the absence of the redemption, more likely than not be treated as "plan assets" or otherwise become subject to such laws.
	·	If the Manager determines that the Investor has engaged in certain misconduct described in the LLC Agreement.

"Drag-Along" Right Electronic Delivery Amendment

	·	Cure ambiguities or inconsistencies in the LLC Agreement;
	·	Add to its own obligations or responsibilities;
	·	Conform to this Offering Circular;
	·	Comply with any law;
	·	Ensure that the Company isn't treated as an "investment company" within the meaning of the Investment Company Act of 1940;
	·	Do anything else that could not reasonably be expected to have, an adverse effect on Investors

Information Rights Distributions in Liquidation Preemptive Rights Liability to Make Additional Contributions Withholding No Guarantee Redemption Plan

Holding Period from Date of Settlement			Redemption Price (as percentage of per share redemption price)(1)
Settlement date to 60 days			No Redemptions
60 days to 3 years			95.0	%(2)
More than 3 years			100.0	%(3)

	(1)	The Redemption Price will be the per share price for our Class A Investor Shares in effect as of the time the Redemption Request is made (i) reduced by any distributions, if any, with record dates during the period between the Redemption Request date and the redemption date and (ii) rounded down to the nearest $0.01.
	(2)	For Class A Investor Shares held between 60 days and three (3) years, the Redemption Price includes a fixed 5.0% discount based on the per share price for our Class A Investor Shares in effect at the time of the Redemption Request.
	(3)	There is no discount to redemptions of Class A Investor Shares held at least three (3) years.

Rights of Common Shares

	·	Distributions: As the holder of the Common Shares, the Manager will be entitled to the distributions of the Promote Interest.
	·	Voting Rights: The Common Shares will have no voting rights per se. However, the Manager, in its capacity as the manager of the Company, will control the Company.
	·	Obligation to Contribute Capital: Holders of the Common Shares will have no obligation to contribute capital to the Company.
	·	Redemptions: Holders of the Common Shares will have no right to have Common Shares redeemed.

	·	Your name and address
	·	Your email address
	·	Your social security number (for tax reporting purposes)
	·	Whether you are an "accredited investor"
	·	If you not an accredited investor, your income and net worth

	·	A natural person who has individual net worth, or joint net worth with the person's spouse, that exceeds $1 million at the time of the purchase, excluding the value of the primary residence of such person;
	·	A natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year;
	·	A trust with assets in excess of $5 million, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person;
	·	A business in which all the equity owners are accredited investors;
	·	An employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million;
	·	A bank, insurance company, registered investment company, business development company, or small business investment company;
	·	A charitable organization, corporation, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets exceeding $5 million; and
	·	A director, executive officer, or general partner of the company selling the securities, or any director, executive officer, or general partner of a general partner of that issuer.

	·	10% of their annual income; or
	·	10% of their net worth.

Additional Information

	·	our Current Reports for 2023 on Form 1-U filed with the SEC on January 6, 2023, February 1, 2023, February 9, 2023, June 30, 2023
	·	the Company's Annual Report for the fiscal year ended December 31, 2022 on Form 1-K
	·	the Company's Semi-Annual Report for the semi-annual period ended June 30, 2023 on Form 1-SA

Index to Financial Statements

	·	"Item 7. Financial Statements" of the Company's Annual Report on Form 1-K for the fiscal year ended December 31, 2022, which can be found here
	·	"Item 3. Financial Statements" of the Company's Semi-Annual Report on Form 1-SA for the semiannual period ended June 30, 2023, which can be found here.

Glossary of Certain Defined Terms

Authorizing Resolution	The authorization adopted by the Manager pursuant to the LLC Agreement that created the Class A Investor Shares.
Adjusted NOI	The net operating income of the Company after being adjusted so that the IRR of the CAFD is equal to the Preferred Return rate of 7%
Advisors Act	Investment Advisers Act of 1940.
ANEEL	The Brazilian Electricity Regulatory Agency.
Amendment	The amendment made to the LLC Agreement on April 29, 2020.
Blue Sky Laws	State-level laws governing investments.
BRL	The Brazilian currency called real.
CAFD	Cash available for distribution by the Company.
Class A Investor Shares	The limited liability company interests in the Company being offered to Investors in this Offering.
Code	The Internal Revenue Code of 1986, as amended (i.e., the Federal tax code).
Company	Energea Portfolio 2 LLC, a Delaware limited liability company, which is offering to sell Class A Investor Shares in this Offering.
Consortium	A group of residential and business Subscribers.
Construction Contract	The contract whereby the Company or an SPE will hire a third party to provide to provide engineering, procurement, and construction services for a Project.
Credit Management Agreement	A service contract for the sale and administration of energy credits produced by the Projects
Development Company	A company focused on acquiring and/or developing solar power projects.
DERMS	Distributed Energy Resource Management Systems
Energea Brazil	Energea Brasil Operações Ltda, a Brazilian entity that is an affiliate of the Manager.
Energea Global	Energea Global LLC, a Delaware limited liability company, which is owned by Michael Silvestrini and Chris Sattler and serves as the Manager.
Estimated NOI	The Net Operating Income estimated to be produced by the Company.
Exchange Act	The Securities Exchange Act of 1934.
FINRA	Financial Industry Regulatory Authority, Inc.
Financial Model	The financial model prepared by the Manager for each Project, projecting all the costs and distributions of the Project.
GILTI	General Intangible Low-Tax Income, a federal U.S. tax on profits made by companies outside the United States.
Investor	Anyone who purchases Class A Investor Shares in the Offering.
Investment Committee	A multi-disciplinary committee of experienced renewable energy executives of the Manager which decides which Projects the Company will invest in.
IPCA	The Brazilian consumer price index (Indice Nacional de Precos ao Consumidor Amplo).
IRR	Internal rate of return.
JOBS Act	The Jumpstart Our Business Startups Act of 2012.
Land Lease	The contract whereby the Company or and SPE will lease the land where a Project will be located.
Liquidated Damages	A penalty paid by a contractor to a SPE when the construction of a Project is delayed beyond the schedule in the Construction Contract.
LLC Agreement	The Company's Limited Liability Company Agreement dated June 5, 2020.
NOI	Net Operating Income.
Normative Resolution 482	A Brazilian energy policy that allows for the rental of solar projects to Consortiums (commonly referred to as "community solar").
NPV	Net Present Value.
Manager	Energea Global LLC, a Delaware limited liability company.
Manager Shares	The limited liability company interests in the Company that will be owned by the Manager.
Offering	The offering of Class A Investor Shares to the public pursuant to this Offering Circular.
Offering Circular	The Offering Circular you are reading right now, which includes information about the Company and the Offering.
Operation and Maintenance Contract	The contract whereby our customer will hire the Company to operate and maintain the Project.
Platform	The website located at www.energea.com.
Preferred Return	A 7% per year preferred return to Class A Investors before the Manager earns a Promoted Interest.
Prior Offering	The Company's previous Regulation A offering that was initially qualified by the SEC on August 13, 2020.
Project	A solar power project acquired or developed by the Company.
Project Maintenance Contract	When the SPE hires Energea Brazil to perform the actual O&M services.
Project Rental Contract	A contract pursuant to which the SPE that owns a Project will rent the Project to the customer.
Promoted Interest	The right of the Manager to receive distributions under the LLC Agreement, over and above its right to receive distributions in its capacity as an Investor.
Redemption Plan	The redemption plan whereby Investors may request redemption of their Class A Investor Shares following 60 days after purchase.
Redemption Price	The price at which Redemption Requests will be processed, based on the current price per Class A Investor Shares at the time the Redemption Request is made, reduced by the aggregate sum of distributions, if any, with record dates during the period between the Redemption Request date and the redemption date, and subject to a discount based on the time the Redemption Request is submitted.
Redemption Request	A request for redemption submitted through the Platform for up to $50,000 in Class A Investor Shares.
Regulations	Regulations issued under the Code by the Internal Revenue Service.
Ratio	An monthly report presented to the utility company from each Project which outlines the allocation of energy credits (as a percentage of total generation) to Subscribers.
SEC	The U.S. Securities and Exchange Commission.
Securities Act	The Securities Act of 1933.
SPE	The entity we create to own and operate each Project, typically in the form of a Brazilian Limitada.
Subscriber	A small business or residential customer.
USD	The currency of the United States called dollars.
U.S. GAAP	United State Generally Accepted Accounting Principles.

PART III - Exhibits

Exhibit No.	Description of Exhibit
2.1**	Certificate of Formation of the Company filed with the Delaware Secretary of State on January 13, 2020 (incorporated by reference to the copy thereof filed as Exhibit 1-A2A to the Company's D Company's Form 1-A filed July 2, 2020)
2.2**	Limited Liability Company Agreement of the Company dated April 29, 2020 (incorporated by reference to the copy thereof filed as Exhibit 1-A2B to the Company's Form 1-A filed July 2, 2020).
2.3**	Authorizing Resolution of the Company dated June 5, 2020 (incorporated by reference to the copy thereof filed as Exhibit 1-A2C to the Company's Form 1-A filed July 2, 2020)
2.4**	First Amendment of Limited Liability Company Agreement dated December 3, 2020 (incorporated by reference to the copy thereof filed as Exhibit 1-B to the Company's Form 1-K filed April 30, 2021)
4.1**	Form of Investment Agreement (incorporated by reference to the copy thereof filed as Exhibit 1-A4A to the Company's Form 1-A filed July 2, 2020)
4.2**	Proposed Project Rental Contract for Iguatama Project (incorporated by reference to the copy thereof filed as Exhibit 1-A4B to the Company's Form 1-A filed July 2, 2020)
4.3**	Proposed Operation and Maintenance Agreement for Iguatama Project (incorporated by reference to the copy thereof filed as Exhibit 1-A4C to the Company's Form 1-A filed July 2, 2020)
4.4**	Proposed Project Rental Contract for Salinas Project (incorporated by reference to the copy thereof filed as Exhibit 1-A4D to the Company's Form 1-A filed July 2, 2020)
4.5**	Proposed Operation and Maintenance Agreement for Salinas Project (incorporated by reference to the copy thereof filed as Exhibit 1-A4E to the Company's Form 1-A filed July 2, 2020)
4.6**	Proposed Credit Management Agreement for Energea Brazil (incorporated by reference to the copy thereof filed as Exhibit 4.6 to the Company's Form 1-A filed January 9, 2024)
6**	Lattice Credit Agreement amended December 23, 2023 (incorporated by reference to the copy thereof filed as Exhibit 6 to the Company's Form 1-A filed January 9, 2024)
9**	Letter regarding change in certifying accountant, dated as of March 3, 2022
11.1*	Consent of Goodwin Procter (included in Exhibit 12)*
11.2**	Consent of Independent Auditor (Whittlesey PC) dated as of August 3, 2023 (incorporated by reference to the copy thereof filed as Exhibit 6 to the Company's Form 1-A filed January 9, 2024)
12*	Legal opinion Goodwin Procter*

Signatures