Section	Page Number
Caution Regarding Forward-Looking Statements	1
Summary and Risk Factors	2
Executive Summary	2
Our Business	2
The Offering	2
Company Operations and Other Matters	3
Risk Factors	3
Dilution	8
Plan of Distribution and Selling Securityholders	8
Use of Proceeds	9
Description of Business	10
Offices and Employees	10
Company Overview	10
Investment Strategy	11
Tax Equity	13
Investment Committee	13
Competition	13
Our Revenue	14
Our Operating Costs and Expenses	14
U.S Federal Income Taxes	15
Classification as a Corporation	15
Taxation of Dividends	15
Sale or Exchange of Class A Investor Shares	15
Treatment of Distributions	16
Alternative Minimum Tax	16
Taxable Year	16
Tax Returns and Information; Audits; Penalties; Interest	16
Other U.S. Tax Consequences	17
Summary of Supporting Contracts	17
Purchase and Sale Agreement	17
Tax Equity Agreements	17
Power Purchase Agreements	18
Purchase and Sale Agreements for Environmental Commodities	18
Construction Contracts	19
Operations and Maintenance Contracts	19
Material Legal Proceedings	20
Factors Likely to Impact the Performance of the Company	20
Description of Property	21
Management Discussion and Analysis of Financial Condition and Result of Operation	21
Summary of Key Accounting Policies	22
Market Outlook and Recent Trends	23
Distributions	23
Calculating Distributions	24
Sources of Distributable Cash Flow	24
Allocation of Distributions	25
Calculation of Preferred Return	25
Calculation of Promoted Interest	25
Past Operating Results	25
Leverage	26
Liquidity and Capital Resources	26
Method of Accounting	26
Directors, Executive Officers & Significant Employees	26
Names, Positions, Etc.	26
Family Relationships	27
Ownership of Related Entities	27
Business Experience	27
Legal Proceedings Involving Executives and Directors	29
Other Solar Energy Funds	29
Compensation of Directors and Executive Officers	29
Overview	29
Fees and Other Compensation	30
Co-Investment	30
Promoted Interest	30
Reporting Compensation to Investors	31
Stages of Development	31
Security Ownership of Manager and Certain Securityholders	31
Interest of Management and Others in Certain Transactions	32
Securities Being Offered: The Class A Investor Shares	32
Description of Securities	32
Price of Class A Investor Shares	32
Voting Rights	33
Limited Liability Company Agreement	33
Summary of LLC Agreement and Authorizing Resolution	33
Formation of Ownership	34
Shares and Ownership	34
Management	34
Exculpation and Indemnification of Manager	35
Obligation to Contribute Capital	35
Personal Liability	35
Distributions	35
Transfers and First Right of Refusal	35
Death, Disability, Etc.	35
Fees to Manager and Affiliates	36
Mandatory Redemptions	36
"Drag-Along" Right	36
Electronic Delivery	36
Amendment	36
Information Rights	37
Distributions in Liquidations	37
Preemptive Rights	37
Liability to Make Additional Contributions	37
Withholding	37
No Guarantee	37
Redemption Plan	38
Rights of Common Shares	39
How to Invest	39
Limit on the Amount a Non-Accredited Investor Can Invest	40
Additional Information	41
Index to Financial Statements	42
Glossary of Certain Defined Terms	43
Part III - Exhibits	44
Index to Exhibits and Description of Exhibits	44
Signatures	45

Caution Regarding Forward-Looking Statements

	·	our ability to effectively deploy the proceeds raised in our Offering;
	·	ability to attract and retain members 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 U.S. 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 Executive Summary Our Business The Offering Company Operations and Other Matters

	·	First, a 6% per year preferred return to Class A Investors (the "Preferred Return")
	·	Thereafter, any additional cash flow 80% to the Investors and 20% to the Manager (the "Promoted Interest")

Risk Factors

	·	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 Offices and Employees Company Overview

	·	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.

Investment Strategy 

	·	Power Capacity: We intend to focus on Projects of between 0.1 megawatts and 10 megawatts, although we may pursue larger projects if the right opportunity presents itself. (NOTE: 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.)
	·	Locations: We select locations based primarily on:
		o Demand for alternative energy;
		o Efficient access for maintenance;
		o Interconnection points with the electricity grid;
		o Solar irradiance; and
		o State-level policies that enable the development of renewable energy projects.
	·	Right to Land: Some Projects owned by the Company will be installed on Customer's rooftops, others will be located on remote parcels of real estate. In either scenario, the Company, and more specifically, the SPE, will obtain rights to access the Project ("Access Rights") to construct and maintain the Project. For rooftop Projects, Access Rights are most commonly granted through the Power Purchase Agreement with the Customer. For Projects on remote real estate, the SPE will either purchase or lease the Property to ensure adequate Access Rights are protected.
	·	Connecting Projects to the Distribution Grid: All Projects acquired or constructed by the Company will require permission to interconnect to the local electric grid. This permission is granted by the local interconnecting utility company through an Interconnection Agreement and an associated Permission to Operate.
	·	Our Solar Equipment: We use the same basic equipment used across the solar industry: the solar panels themselves, which turn sunlight into electrical energy; and the inverters, which convert the direct current from the panels to the alternating current used in homes and businesses. However, we buy our equipment only from certain manufacturers known for high quality and financial strength.
	·	State-Level Incentives and Environmental Commodities: Many states in the United States have certain incentives to promote the development of renewable energy projects. There are a wide range of incentive types that include renewable energy credits ("RECs"), property and sales tax exemptions, net metering and community solar. The Company will seek to optimize those state-level incentives in order to increase the expected return on investment for Investors which may include transactions with third parties to monetize the renewable energy credits.
	·	Tax Incentives: In addition to state-level incentives, the federal government of the United States has created multiple tax-related incentives to promote the development of renewable energy projects. The incentives include the Investment Tax Credit ("ITC"), MACRS accelerated depreciation and bonus depreciation. The Company will seek to optimize those federal-level incentives in order to increase the expected return on investment for investors which may include transactions with third parties for the purpose to monetizing certain tax advantages ("Tax Equity").
	·	When the Company Invests in Projects: Normally, the Company will not invest in a Project until the applicable contracts named above have been negotiated and executed.

Tax Equity Investment Committee Competition Our Revenue

Revenue Recognition	Amount as of 12/31/2022	Amount as of 06/30/2023
Power Purchase Agreements	$13,788	$14,612
Purchase and Sale Agreement for Environmental Commodities	$27,835	$48,917
Sale of Projects	$0	$0

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

Our Operating Costs and Expenses

	·	banking fees;
	·	legal expenses;
	·	payments to the Manager for fees and carried interest;
	·	payments to third parties to operate and maintain the Projects;
	·	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. 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;
	·	Property taxes;
	·	banking fees;
	·	depreciation;
	·	project insurance.

U.S. Federal Income Taxes Classification as a Corporation Taxation of Dividends 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 Summary of Supporting Contracts

	·	Purchase and Sale Agreements: When the Manager identifies a project that it believes, in its sole discretion, meets the investment criteria of the Company, it signs a "Purchase and Sale Agreement" to acquire the rights to the Project from a Development Company.
	·	Tax Equity Agreements: In the U.S., some solar projects qualify for one or more tax incentives. These incentives reduce tax liabilities to both federal and state government in exchange for making an investment into a solar project (see "Tax Equity"). When we elect to transfer tax credits to a tax equity investor under the rules specified in the Inflation Reduction Act, we will do so under the terms and conditions of a Tax Equity Agreement.
	·	Power Purchase Agreements ("PPA"): In all cases, the SPEs will sell electricity produced by the Projects to Customers pursuant to a contract we refer to as a "Power Purchase Agreement."
	·	Purchase and Sale Agreements for Environmental Commodities: In some cases, the SPEs will sell environmental commodities produced by the Projects to Customers pursuant to a contract we refer to as an "Purchase and Sale Agreement for Environmental Commodities."
	·	Construction Contracts: To build the Projects, the SPE will hire a third party to provide engineering, procurement, and construction services pursuant to a contract we refer to as a "Construction Contract."
	·	Operations and Maintenance Contracts: The SPE will then hire a third party to operate the maintain the Projects pursuant to a contract we refer to as a "Project Maintenance Contract."

Purchase and Sale Agreement

	·	The Seller agrees to sell and the Buyer agrees to purchase a "project", which is generally defined in an exhibit and includes the rights to a signed Solar Lease with a customer.
	·	The contract establishes the price.

Tax Equity Agreements

	·	A Project SPE will transfer to the Investor, all ITC tax credits.
	·	The Investor will make a payment in cash to the Project SPE
	·	The SPE will make certain guarantees not to take any actions within the first five years of Project Operations that could result in a recapture of ITC tax credits.
	·	The Company will indemnify the Investor against any recapture of tax credits that would result from its actions which include the sale of the asset to a foreign company or for the Project to stop being used for its intended purpose.

Power Purchase Agreements

	·	The PPA will, at a minimum, establish the:
		o rate the Customer will pay per kWh produced by the project;
		o an annual rate escalator, if any;
		o the term of the contract, which is usually 20 years;
		o the exact location of the project on the Host's premises.

	·	The SPE shall pay for and manage the process of constructing the Project.
	·	Lessor agrees to produce a monthly invoice that is the amount of kWh generated during the month (as confirmed by a meter reading) multiplied by the energy rate. Lessee agrees to pay such invoice.
	·	Lessee will not interfere with the project in any way including the erection of a physical structure that could cast a shadow on the project.
	·	Lessor agrees to engineer, procure and construct the project at the agreed upon location.
	·	Lessee agrees that is it should breach the obligation to pay the lease invoice for more than 60 days, it would be forced to pay an early termination fee which is established as a table in the agreement for each of the 20 possible years where such a breach could occur.
	·	Lessee may also exercise the option to buy the project for the same price as the early termination price at their discretion.
	·	At the end of the Term, provided that the Lessee is not in any breach of the agreement, the project will automatically transfer to the Lessee for no cost.
	·	The Lessor will insure the project.
	·	Disputes will be arbitrated by the South African Institute of Chartered Accountants (for financial disputes) or another expert agreed to by the parties.
	·	The Lessor is entitled to any and all environmental attributes generated by the project.

Purchase and Sale Agreements for Environmental Commodities

	·	The SPE agrees to sell to the Purchaser 100% of the environmental commodities (usually referred to as "RECs" or "ZRECs")
	·	The agreement sets a price to be paid per environmental commodity
	·	The agreement establishes the term of the obligation for the SPE to sell and the Purchaser to buy the environmental commodities, usually the same term as the Power Purchase Agreement.
	·	Establishes whether the SPE has an obligation to provide a minimum number of environmental commodities or pay a penalty. Alternatively, the agreement will be a "take or pay" format, referred to as "unit contingent" in the environmental commodities context.

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 U.S. 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.

Operations and Maintenance Contracts

	·	The third-party 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.

Material Legal Proceedings Factors Likely to Impact the Performance of the Company

	·	Tax Equity: Since solar projects developed in the U.S. are entitled to a significant tax credit and accelerated depreciation, competitive pressure mandates that every project uses these tax attributes efficiently. Since the Company is only in the solar business, it does not have significant tax liabilities from other activities to effectively monetize the tax credits, thus, it pursues partnerships with companies that do have significant tax liabilities who can use the tax credits in exchange for upfront cash which is used to reduce the amount of cash needed by the Company to develop and construct the Projects. Since most solar developers require tax equity, and only a relatively small number of institutional investors offer the product, there can be fierce competition for tax equity supply. If the Company is unable to secure tax equity from this select group of investors, we may be unable to develop additional Projects.
	·	Government Policies: Depending on the political environment, government policies could favor or disfavor solar power. While the Biden Administration has included clean energy in planned omnibus spending policy, which could include a cash refund in lieu of an investment tax credit, no such policy has passed as of the drafting of this Annual Report. Instead, the administration has threatened to levy anti-circumvention duties on Chinese-branded solar panels entering the U.S. from Vietnam, Malaysia, Thailand and Cambodia which is creating challenges for solar development. The U.S. department of Commerce has until August 29, 2022, to make a preliminary decision on the duties. Existing U.S. duties vary depending on the panel manufacturer, but range from 17% to 238%, dramatically effecting the cost of solar electricity and the viability of all solar projects nationwide.
	·	Adequate performance by Development Companies: the Company relies in large part on Development Companies to do a good job developing the Projects from start to finish. Some of the Development Companies we may work with might be small and run into cash problems that may affect their ability to perform and meet their contractual obligations to the Company.

Description of Property Management Discussion and Analysis of Financial Condition and Result of Operation Summary of Key Accounting Policies

	·	Indicators of impairment - Consider whether indicators of impairment are present
	·	Test for recoverability - If indicators are present, perform a recoverability test by comparing the sum of the estimated undiscounted future cash flows attributable to the long-lived asset (group) in question to its carrying amount (as a reminder, entities cannot record an impairment for a held and used asset unless the asset first fails this recoverability test).
	·	Measurement of an impairment - If the undiscounted cash flows used in the test for recoverability are less than the carrying amount of the long-lived asset (group), determine the fair value of the long-lived asset (group) and recognize an impairment loss if the carrying amount of the long-lived asset (group) exceeds its fair value.

	·	Step 1: Recognize the contract with the customer
	·	Step 2: Specify performance obligations
	·	Step 3: Establish transaction price
	·	Step 4: Allocate transaction price to performance obligations
	·	Step 5: Recognize revenue

Market Outlook and Recent Trends Distributions

	·	payments from Power Purchase Agreements and Purchase and Sale Agreement for Environmental Commodities,
	·	proceeds from the sale or refinance of Projects and
	·	Liquidated Damages under Construction Agreements (see below).

Calculating Distributions Sources of Distributable Cash Flow

	·	Sale of Energy under Solar Leases
	·	Sale of Environmental Commodities under Purchase and Sale Agreements for Environmental Commodities
	·	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

	·	Receive a priority distribution of cash flow each month which results in First, a preferred return equal to a 6% IRR (to Class A Investors (the "Preferred Return");
	·	Thereafter, any additional cash flow 80% to the Investors and 20% to the Manager (the "Promoted Interest")

Calculation of Preferred Return Calculation of Promoted Interest Past Operating Results Leverage Liquidity and Capital Resources Method of Accounting Directors, Executive Officers & Significant Employees Names, Positions, Etc.

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

Family Relationships Ownership of Related Entities Business Experience Legal Proceedings Involving Executives and Directors Other Solar Energy Funds

	·	Energea Portfolio 3 Africa LLC ("Portfolio 3"), which was formed to acquire and operate projects with located in Africa.
	·	Energea Portfolio 2 LLC ("Portfolio 2"), which was formed to acquire and operate projects located in the Brazil.

	Energea Portfolio 4 USA LLC	Energea Portfolio 3 Africa LLC	Energea Portfolio 2 LLC
Date of Initial Qualification	07/01/2021	08/2/2021	08/13/2020
Maximum Offering Amount	$75,000,000	$75,000,000	$75,000,000
Raised Through 12/26/2023	$2,911,945.62	$2,577,293.75	$11,923,332.92
Solar Projects Acquired	Four	Eleven	Eleven

Compensation of Directors and Executive Officers Overview

	·	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.

Fees and Other Compensation

Type of Fee	Description
Reimbursement of Organization, Offering and Marketing Expenses	The Company must reimburse the Manager for expenses the Manager incurs in connection with the Offering before the Offering Circular is qualified by the Securities and Exchange Commission.   As of the date of this Offering Circular, we estimate that those expenses will be approximately $60,000.
Asset Management Fees	The Manager will charge the Company a monthly asset management fee equal to 0.167% of the aggregate capital that has been invested in the Company.
Promoted Interest	See "Promoted Interest" below
Developer Fees	The Manager might originate and develop Projects that are acquired by the Company. If so, the Manager shall be entitled to compensation that is no greater than 5.0% of the Project's cost.   The amount of the developer fee will depend on the number of Projects the Manager develops for the Company and their cost. We cannot make a reasonable estimate at this time.
Interest on Loans	The Manager might lend to the Company to fund the acquisition or investment in Projects or for other purposes. Such a loan will bear interest at market rates.   The amount of interest will depend on the amount and term of any such loans.
O&M and Credit Management Services	Energea may provide O&M services to the Projects owned by the Company at market rates.

Co-Investment Promoted Interest

	·	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.

Reporting Compensation to Investors

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

Stages of Development

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 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	1,853	N/A	0.0667%
Michael Silvestrini	7,957(3)	N/A	0.2864%
Christopher Sattler	561(3)	N/A	0.0201%
Gray Reinhard	463	N/A	0.0167%
All directors and executive officers of our Manager as a group (3 persons)	8,981	N/A	0.3233%
	-		-

	(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 sole principal shareholders, hold 40.15% and 30.29% of the shares, respectively.

Interest of Management and Others in Certain Transactions

·

Credit Advance: The Company 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.

	·	The Manager;
	·	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.

Securities Being Offered: the Class A Investor Shares Description of Securities

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

Price of Class A Investor Shares Voting Rights Limited Liability Company Agreement Summary of LLC Agreement and Authorizing Resolution 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

	(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.

How To Invest

	·	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

Limit On The Amount A Non-accredited Investor Can Invest

	·	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 2023 Current Reports on Form 1-U filed with the SEC on April 27, 2023 and April 27, 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 Defined terms

Adjusted NOI	Adjusted Net Operating Income
Adjusted Operating Cash Flow	For each Project, the actual estimated monthly operating cash flows reduced by a fixed percentage to yield an internal rate of return of 6% for the Project.
Advisers Act	Investment Advisers Act of 1940.
Authorizing Resolution	The authorization adopted by the Manager pursuant to the LLC Agreement that created the Class A Investor Shares.
Blue Sky Law	State securities regulations.
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 4 USA LLC, a Delaware limited liability company, which is offering to sell Class A Investor Shares in this Offering.
Construction Contract	The contract whereby the Company will hire a third party to provide engineering, procurement, and construction services for a Project.
Customer	Offtaker of electricity and environmental commodities.
DERMS	Distributed Energy Resource Management Systems.
Development Company	A company focused on acquiring and/or developing solar power projects.
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.
Financial Model	The financial model prepared by the Manager for each Project, projecting all the costs and distributions of the Project.
FINRA	Financial Industry Regulatory Authority, Inc.
Investment Committee	A multi-disciplinary committee of experienced renewable energy executives of the Manager which decides which Projects the Company will invest in.
Investor	Anyone who purchases Class A Shares in the Offering.
ITC	Investment Tax Credit
IRR	Internal rate of return.
JOBS Act	The Jumpstart Our Business Startups Act of 2012
kWh	A single, billable unit of energy generated by a Project
LLC Agreement	The Company's Limited Liability Company Agreement dated March 21, 2021.
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.
NAV	Net Asset Value
NPV	Net Present Value
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.
Operations and Maintenance Contract	The contract whereby our customer will hire the Company to operate and maintain the Project.
Platform	The Manager's website located at: www.energea.com
Power Purchase Agreement	Term used for the contract that Customers sign for the purchase of electricity.
Project Purchase and Sale Agreements	The terms and conditions that the Company will utilize for acquiring a project from a seller or development company.
Preferred Return	A 6% per year preferred to Class A Investors before the Manager earns a Promoted Interest.
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.
Prior Offering	The Company's previous Regulation A offering that was qualified by the SEC on July 1, 2021.
Project	A solar power project acquired or developed by the Company.
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.
Purchase and Sale Agreements for Environmental Commodities	Term used for the contract the SPE will use with Customers for the purchase of environmental commodities.
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.
Regulation A	Regulation A of the Securities Act of 1933 is an exemption from registration requirements for public offerings.
Regulations	Regulations issued under the Code by the Internal Revenue Service.
SEC	The U.S. Securities and Exchange Commission.
Securities Act	The Securities Act of 1933.
Site	The Internet site located at www.energea.com.
SPE	The entity we will create to own and operate each Project, typically in the form of a Delaware limited liability company.
Tax Equity Agreements	The contract whereby a partnership with a specialized investment company to fund a portion of solar projects in the U.S., in exchange for the associated tax incentives.
U.S. GAAP	United States Generally Accepted Accounting Principles.

Part III - Exhibits Index to Exhibits and Description of Exhibits

Exhibit 2.1**	Certificate of Formation of the Company filed with the Delaware Secretary of State on March 11, 2021 (incorporated by reference to the copy thereof filed as Exhibit 1A-2A to the Company's Form 1-A filed January 4, 2024).
Exhibit 2.2**	Limited Liability Company Agreement of the Company dated March 21, 2021 (incorporated by reference to the copy thereof filed as Exhibit 1A-2B to the Company's Form 1-A filed January 4, 2024).
Exhibit 2.3**	Authorizing Resolution of the Company dated March 21, 2021 (incorporated by reference to the copy thereof filed as Exhibit 1A-2C to the Company's Form 1-A-2C filed January 4, 2024).
Exhibit 4.1**	Form of Investment Agreement (incorporated by reference to the copy thereof filed as Exhibit 1A-4A to the Company's Form 1-A filed January 4, 2024).
Exhibit 4.2**	Solar Power Purchase Agreement between Phytoplankton Ponus Ridge Solar LLC and New Canaan Public Schools dated December 2, 2020 (incorporated by reference to the copy thereof filed as Exhibit 1A-4B to the Company's Form 1-A filed January 4, 2024).
Exhibit 4.3**	Solar Photovoltaic (PV) System Construction Agreement between Centurion Solar Energy LLC and Phytoplankton Ponus Ridge Solar LLC dated December 4, 2020 (incorporated by reference to the copy thereof filed as Exhibit 1A-4C to the Company's Form 1-A filed January 4, 2024).
Exhibit 4.4**	Operation and Maintenance Agreement between Phytoplankton Ponus Ridge Solar LLC and Plankton Asset Management LLC dated as of December 11, 2020 (incorporated by reference to the copy thereof filed as Exhibit 1A-4D to the Company's Form 1-A filed January 4, 2024).
Exhibit 4.5**	Development and Construction Management Agreement between Plankton Energy LLC and the Company dated March 31, 2021 (incorporated by reference to the copy thereof filed as Exhibit 1A-4E to the Company's Form 1-A filed January 4, 2024).
Exhibit 4.6**	Membership Interest Purchase Agreement between Plankton Energy LLC and the Company dated March 30, 2021 (incorporated by reference to the copy thereof filed as Exhibit 1A-4F to the Company's Form 1-A filed January 4, 2024).
Exhibit 11.1**	Consent of Independent Auditor (2023).
Exhibit 11.2*	Consent of Goodwin Procter (included in Exhibit 12)*
Exhibit 12*	Legal opinion Goodwin Procter*

Signatures