EXPLANATORY NOTE
This Offering Circular of Energea Portfolio 4 USA LP is
filed as a Post-Qualification Amendment No. 6 ("PQA") to the offering
statement qualified by the U.S. Securities and Exchange Commission on June 26,
2024 pursuant to Rule 252(f) of Regulation A under the Securities Act of 1933, as
most recently amended on March 26, 2026.
This PQA includes the Company's audited financial statements
for the fiscal year ended December 31, 2024 and unaudited interim financial
statements for the six month period ended June 30, 2025, and updates certain
disclosures in the previously qualified Offering Circulars. In particular, this
PQA consolidates disclosures made in all Form 1-U, Form 1-SA, Form 253(g) and
Form 1-K filings made on behalf of the Company since June 17, 2024. This
amendment is filed to update the Offering Circular and maintain current
disclosure in accordance with Regulation A.
Unless otherwise indicated or the context otherwise
requires, all information in this Offering Circular reflects the terms and
conditions as of the date of this amendment.
No material changes have been made to the fundamental terms
of the securities being offered, except as disclosed herein.
Post-Qualification
Offering Circular
Amendment No. 6
File No. 024-12389
Part II -
Information Required in Offering Circular
AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING
TO THESE SECURITIES HAS BEEN FILED WITH THE U.S. SECURITIES AND EXCHANGE
COMMISSION (THE "SEC"). INFORMATION CONTAINED IN THIS OFFERING CIRCULAR
MAY BE SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD AND
OFFERS TO BUY MAY NOT BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE
COMMISSION IS QUALIFIED, AND ANY SUCH OFFER OR SALE WILL BE MADE ONLY IN
ACCORDANCE WITH APPLICABLE LAW. THIS OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER
TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF
THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD
BE UNLAWFUL. WE MAY ELECT TO SATISFY OUR OBLIGATION TO DELIVER A FINAL OFFERING
CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION
OF OUR SALE TO YOU THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR
THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE
OBTAINED.
Energea Portfolio 4
USA LP
Up to $50,000,000 in
Class A Investor Shares
Offering Circular (Subject
to Completion) Dated
[ ], 2026
This Offering
Circular Follows the Form 1-A Disclosure Format
Energea Portfolio 4 USA LP (the "Company", "us",
"we", "our" and similar terms) is a limited partnership organized under the
laws of Delaware to invest in the acquisition, development, and operation of
solar energy projects in the United States (each a "Project"). The
Company may also lend money to Development Companies and use solar projects as
collateral rather than acquiring Projects for direct ownership (each a "Loan").
The Company's day-to-day operations are managed by Energea Global LLC (the "General
Partner" and together with its affiliates "Energea Global").
The Company is currently offering up to $50.0 million in
limited partnership interests designated as "Class A Investor Shares"
(the "Offering") pursuant to Regulation A ("Regulation A") of the
Securities Act of 1933, as amended (the "Securities Act"). The Class A
Investor Shares are offered at a fixed price established by the General
Partner. The fixed price is based on the Company's most recently determined
Investor NAV per Class A Investor Share, as described under Price of Class A
Investor Shares. The current fixed price will be published on the Platform,
and the minimum initial investment is $100.
There is currently no established secondary market for
the Class A Investor Shares, and Investors may not be able to sell their Class
A Investor Shares. While Investors should view an investment in the Company as
long-term, the Company offers a Redemption Plan in order to provide Investors
with an opportunity to obtain liquidity. See Securities Being Offered: The
Class A Investor Shares-Summary of LP Agreement and Authorizing
Resolution-Redemption Plan and Risk Factors-No Market for the Class A Investor
Shares; Limits on Transferability.
Investors may not be able to sell their Class A
Investor Shares except by submitting a Redemption Request to the Company through
our General Partner's website, www.energea.com (the "Platform").
Pursuant to the Redemption Plan, Investors must hold their Class A Investor
Shares for at least 60 days before they can request redemption of their Class A
Investor Shares via the Platform; if the General Partner agrees to honor a
Redemption Request, the Company has 90 days to make payment on such redemption;
and the General Partner may, in its sole discretion, amend, suspend, or
terminate the Redemption Plan at any time without prior notice. Additionally,
Class A Investor Shares may not be transferred without the Company's consent,
which can be withheld in its sole discretion, and the General Partner has a
right of first refusal to purchase any Class A Investor Shares proposed to be
transferred. See Redemption Plan and Risk Factors-No Market for the Class A
Investor Shares.
Investors should note that the General Partner may decide to sell the Projects or
the Company at any time. Should the General
Partner decide to sell the Company, Investors could be forced to sell
their Class A Investor Shares at the direction of the General Partner. See Drag-Along Right.
The purchase of these securities involves a high
degree of risk. Before investing, you should read this entire Offering Circular
and exhibits hereto, including Risk Factors.
Page ii
The Company is selling Class A Investor Shares directly to
the public through the Platform. Those interested in
investing will find this Offering Circular, along with all SEC filings for the
Company, on the Platform. Prior to making an investment, potential Investors
will be required to create a password-protected account and provide certain personal
information as required by law. The Platform also provides potential Investors
the ability to contact an Energea representative for assistance. For more
information, please see How To Invest.
The General Partner is not engaged in the business of
underwriting securities. The General Partner is an associated person of the
Company (relying on the Safe Harbor provided in Rule 3a4-1 of the Securities
Exchange Act of 1934, as amended), and will be acting as a fiduciary that is
substantially focused on managing the Company. The General Partner's activities
will consist of administrative and informational activities including hosting
and maintaining the Platform. The General Partner will act solely on behalf of
the Company and in compliance with a Tier 2 Regulation A offering upon
qualification of the Company's Form 1-A.
Neither the Company nor any affiliated entity involved in
this Offering is a member firm of the Financial Industry Regulatory Authority,
Inc. ("FINRA"), and no person associated with this Offering will be
deemed to be a broker solely by reason of his or her participation in the sale
of our Class A Investor Shares. Investors will not pay upfront selling
commissions or broker fees in connection with the purchase of Class A Investor
Shares. We will reimburse our General Partner for certain expenses incurred on
our behalf, and pay our General Partner certain fees, as described further
under Compensation of General Partner.
This is a "best efforts - no
minimum" offering. The Offering commenced on June 26, 2024, and will end on
the date we raise the maximum amount being offered, unless earlier terminated
by the Company. We will reimburse the General Partner for marketing expenses in
an amount up to 5% of the total Offering amount raised. See Use of Proceeds.
|
|
Per Share
|
Total Maximum
|
|
Public Offering Price
|
$1.10
|
$50,000,000
|
|
Organization, Offering and Marketing Expenses
|
$0.06
|
$2,500,000
|
|
Proceeds to the Company from
this Offering to the Public
|
$1.04
|
$47,500,000
|
Page i
THE SEC DOES NOT PASS UPON THE MERITS OF OR GIVE ITS
APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT
PASS JUDGEMENT UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR
OTHER SOLICITING MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN
EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS
NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT
FROM REGISTRATION.
GENERALLY, NO SALE MAY BE MADE TO A NON-ACCREDITED
INVESTOR FROM THIS OFFERING IF THE AGGREGATE PURCHASE PRICE THE NON-ACCREDITED
INVESTOR PAYS IS MORE THAN 10% OF THE GREATER OF THEIR ANNUAL INCOME OR NET
WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS.
BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED
APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(D)(2)(I)(C) OF
REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER
TO WWW.INVESTOR.GOV FOR MORE INFORMATION, SEE LIMIT ON AMOUNT A
NON-ACCREDITED INVESTOR CAN INVEST.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR
ACCURACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Page iii
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Page iv
We make statements in this Offering
Circular that are forward-looking statements. The words "outlook,"
"believe," "estimate," "potential,"
"projected," "expect," "anticipate,"
"intend," "plan," "seek," "may,"
"could" and similar expressions or statements regarding future
periods are intended to identify forward-looking statements. These
forward-looking statements involve known and unknown risks, uncertainties and
other important factors that could cause our actual results, performance or
achievements, or industry results, to differ materially from any predictions of
future results, performance or achievements that we express or imply in this Offering
Circular or in the information incorporated by reference into this Offering
Circular.
The forward-looking statements
included in this Offering Circular are based upon our current expectations,
plans, estimates, assumptions and beliefs that involve numerous risks and
uncertainties. Assumptions relating to the foregoing involve judgments with
respect to, among other things, future economic, competitive and market
conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond our control.
Although we believe that the expectations reflected in such forward-looking
statements are based on reasonable assumptions, our actual results and
performance could differ materially from those set forth in the forward-looking
statements. Factors which could have a material adverse effect on our
operations and future prospects include, but are not limited to:
· our
ability to effectively deploy the proceeds raised from this Offering;
· ability
to attract and retain Investors on 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 and Loans;
·
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 Customers (as defined below);
·
defaults under Supporting Contracts (see Summary of
Supporting Contracts);
·
increased interest rates and/or operating costs;
·
the risk associated with potential breach or expiration
of a ground lease, if any;
Page 1
·
our failure to successfully construct, interconnect,
operate or maintain the Projects;
·
inability of a Borrower to make payments on a Loan;
·
the failure of Projects and Loans to yield anticipated
results;
·
exposure to liability relating to environmental and
health and safety matters;
·
our level of debt and the terms and limitations imposed
on us by our debt agreements;
·
our General Partner's ability to retain
executive officers and other key personnel;
·
the ability of our General Partner to source,
originate and service our Projects and 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 General Partner; and
·
changes to U.S. generally accepted accounting principles
("U.S. GAAP").
Any of the assumptions
underlying forward-looking statements could be inaccurate. You are cautioned
not to place undue reliance on any forward-looking statements included in this
Offering Circular. All forward-looking statements are made as of the date of
this Offering Circular and the risk that actual results will differ materially
from the expectations expressed in this Offering Circular will increase with
the passage of time. We undertake no obligation to publicly update or revise
any forward-looking statements after the date of this Offering Circular,
whether because of new information, future events, changed circumstances or any
other reason. Considering the significant uncertainties inherent in the
forward-looking statements included in this Offering Circular, including,
without limitation, those named above and those named under Risk Factors, the
inclusion of such forward-looking statements should not be regarded as a
representation by us or any other person that the objectives and plans set
forth in this Offering Circular will be achieved.
Page 2
Energea Portfolio 4 USA LP (the "Company") is a
limited partnership organized under the laws of Delaware. The Company has
elected to be taxed as a "C" corporation for United States federal and state
income tax purposes. The Company's day-to-day operations are managed by Energea
Global LLC (the "General Partner").
The Company was created to invest in the acquisition,
development, and operations of solar energy projects in the United States (each
a "Project"). The Projects will sell power and, in some cases,
environmental commodities, to offtakers (we collectively refer to offtakers of
electricity and environmental commodities as "Customers") who purchase
the power or the environmental commodities under long-term contracts. The
Company may also lend money to Development Companies (which we collectively
refer to as "Borrowers") and use solar projects as collateral rather
than acquiring Projects for direct ownership (each a "Loan").
To date, the Projects and Loans have produced a stable and
predictable stream of cash flow from Customers and Borrowers. As the Company
earns revenue, it uses the revenue to pay for operating expenses (see Our
Operating Expenses) and distributes the remaining cash to the holders of
our Class A Investor Shares (our "Investors"), our Reg D Investors (as
such term is defined herein and together with the Investors, the "Limited
Partners") and the holders of our Common Shares (which is currently the
General Partner). See Company Operations and Other Matters.
Projects are currently owned by special-purpose entities
(each, a "SPE"). Each SPE is organized as a U.S. limited liability
company. Generally speaking, under U.S. law, the assets and liabilities of different
legal entities are distinct. Thus, the liabilities of a Project held in one SPE
should not affect the assets of another Project held in a different SPE.
The Company is offering up to $50.0 million of Class A
Investor Shares pursuant to Regulation A. The proceeds of our Offering will be
used to construct and/or acquire Projects and to issue Loans.
We are offering to sell,
and seeking offers to buy, the shares only in jurisdictions where such offers
and sales are permitted. You should rely only on the information contained in
this Offering Circular. We have not authorized anyone to provide you with any
information other than the information contained in this Offering Circular. The
information contained in this Offering Circular is accurate only as of its
date, regardless of the time of its delivery or of any sale or delivery of our
securities. Neither the delivery of this Offering Circular nor any sale or
delivery of our securities shall, under any circumstances, imply that there has
been no change in our affairs since the date of this offering circular. This
offering circular will be updated and made available for delivery to the extent
required by the federal securities laws.
The Company generates cash flow in five ways: (i) payments
from Projects, (ii) payments from Loans (iii) Liquidated Damages from
Construction Agreements, (iv) Net Proceeds from Capital Transactions, and (v) returns
from investments (for example, interest gained from a money market savings
account from cash-on-hand) ("Company Investments"). Cash flow will first
be used to pay operating costs and expenses, including Fees and reimbursements
payable to our General Partner (see Our Operating Expenses). The remaining
cash flow, if any, is distributed to the Limited Partners at the discretion of
the General Partner (see Distributions).
Be advised that only proceeds on the interest, and not on
the repayment of the principal, which the Company receives from Loans and
returns from Company Investments will be eligible for distribution. Repayment
of principal of either Loans or Company Investments will not be eligible to be
distributed to the Limited Partners and will be available for investment by the
Company, in the General Partner's sole discretion.
Page 3
See Compensation of General Partner and Distributions
for more detailed information regarding Fees and distributions payable to the
General Partner.
Investors have no voting rights.
CAUTION: ALTHOUGH THE CASH FLOW FROM OUR PROJECTS AND LOANS
WILL LARGELY BE ESTABLISHED BY CONTRACT IN ADVANCE, THERE IS NO GUARANTEE THAT
OUR PROJECTS OR LOANS WILL GENERATE ANY POSITIVE CASH FLOW.
BUYING CLASS A INVESTOR SHARES IS
SPECULATIVE AND INVOLVES SIGNIFICANT RISK, INCLUDING THE RISK THAT INVESTORS
COULD LOSE SOME OR ALL OF THEIR MONEY. THIS SECTION DESCRIBES SOME OF THE MOST
SIGNIFICANT FACTORS THAT THE COMPANY BELIEVES MAKE AN INVESTMENT IN THE CLASS A
INVESTOR SHARES RISKY. THE ORDER IN WHICH THESE FACTORS ARE DISCUSSED IS NOT
INTENDED TO SUGGEST THAT SOME FACTORS ARE MORE IMPORTANT THAN OTHERS. You should carefully consider the following
risk factors in conjunction with the other information contained in this
offering circular before purchasing the CLASS A INVESTOR SHARES.
Risks Associated with Renewable Energy Projects: The
market for renewable energy is changing rapidly. If renewable technology proves
unsuitable for widespread commercial deployment or if demand for renewable
energy products, especially solar energy products, fails to develop
sufficiently, our Projects and Loans might not be able to generate enough
revenues to achieve and sustain profitability. The factors influencing the
widespread adoption of renewable energy technology include but are not limited
to: cost-effectiveness of renewable energy technologies as compared with
conventional technologies; performance and reliability of renewable energy
products as compared with conventional energy products; and the success of
other enabling technologies such as battery storage and Distributed Energy
Resource Management Systems ("DERMS").
The Investment Environment May Change Over Time: The
Company's investment in the Projects and Loans is intended to extend over a
period of years, during which the business, economic, political, regulatory,
and technology environment within which the Company operates may undergo
substantial changes, some of which may be adverse to the Company. The General
Partner will have the exclusive right and authority (within limitations set
forth in the LP Agreement) to determine the manner in which the Company shall
respond to such changes, and Limited Partners generally will have no
right to withdraw from the Company or to demand specific modifications to the
Company's operations in consequence thereof. A major recession or adverse
developments in the securities or credit markets might have an impact on the
Company's investments in the Projects and Loans. In addition, factors specific
to the Projects and Loans may have an adverse effect on the Company.
Changes in the Solar Investment Tax Credit Could
Adversely Affect Our Business: The Solar Investment Tax Credit ("ITC"),
which is administered by the Internal Revenue Service ("IRS"), allows
qualified applicants to claim an amount equal to 20% of the eligible cost basis
for qualifying solar energy property. Any changes to the laws or IRS guidance
regarding ITC could materially and adversely affect our business and financial
results. Moreover, the legislative agenda in Washington remains fluid, with the
proposed "Big Beautiful Bill" signaling potential structural changes to the ITC
framework and other key federal incentives. These developments are already
causing some project sponsors to delay financial closes or rework underwriting assumptions
and may ultimately slow the pace of greenfield development over the coming
quarters.
Net Losses: We are currently
incurring net losses and may continue incurring net losses in the future. If
our operating expenses exceed our expectations, our financial performance could
be adversely affected. If our revenue does not grow to offset these increased expenses,
we may never become profitable. In future periods, we may not have any revenue
growth, or our revenue could decline.
Page 4
Distributions to Investors: Whether to distribute
operating cash flow or capital proceeds and how much to distribute, is at the
sole discretion of the General Partner. No returns are guaranteed, and
Investors will receive distributions only if the Company generates
distributable cash flow from the Projects and Loans. Investors will not have
any recourse in the event we are unable to pay distributions. Because we have
not made any profit to date and have no current or accumulated earnings and
profits, such cash, any such distributions to Investors will be considered a
return of capital for U.S. federal income tax purposes to the extent that the
distributions do not exceed the adjusted tax basis of the U.S. Holder's Class A
Investor Shares. See Management Discussion and Analysis of Financial
Condition and Result of Operation-Distributions.
Distributions Generally: Our ability to achieve our
investment objectives and to pay distributions depends upon the performance of our
General Partner in the acquisition of our Projects and Loans and the ability of
our General Partner to source investment opportunities for us. In the event we
are unable to timely locate suitable investments, we may be unable or limited
in our ability to pay distributions, and we may not be able to meet our
investment objectives. If we pay distributions from sources other than our cash
flow from Projects and Loans, we will have less funds available for investments
and your overall return will be reduced.
Competition: There are many solar developers actively
acquiring solar projects in the United States. Some of which are multi-national
independent power producers (such as Brookfield and NextEra). In addition to
these large established players, there are several smaller developers the
Company views as direct competition. Aggressive pricing by competitors or the
entrance of new competitors could reduce the Company's profitability and
ability to acquire and develop Projects or to issue high-quality Loans.
Our Customers and/or Borrowers Might
Default: The Company will have a variety of Customers and Borrowers,
including businesses, utility companies, municipalities and schools. Some
Customers could default. A default would hurt the Project in question
financially, reducing the anticipated returns to Investors. Customers and
Borrowers may face intense competition, changing business and economic
conditions, risks of technological acceptance and obsolescence or other
developments that may adversely affect their ability to pay. Within the
limitations set forth in the LP Agreement, the General Partner will have the
right and authority to cause the Company's investment management and
liquidation strategies and procedures to deviate from those described in this
Offering Circular.
We Might Own Only a Small Number of Projects: If the
Company is successful in raising the current maximum offering amount of $50.0
million in this Offering, the Company would likely acquire or invest in between
10 and 20 Projects. If the Company raises significantly less than the maximum
offering amount, it may not be able to invest in as many Projects. If the
Company owns only a small number of Projects, Investors will be exposed to
greater concentration risk.
Possible Changes in Governmental
Policies: The Projects depend on both state and federal level energy policies.
These policies could expire, phase-out over time, require renewal by the
applicable authority, or become a victim of political pressure. The U.S.
government and many states have instituted several changes to their policies
over the past several years. Some of those changes have positively affected our
business while others have had a negative impact. The new policies could
disfavor solar projects in general and our Projects in particular.
Delays in Connecting to Power Grid:
The Projects must be physically connected to the power grid, a process that
involves sophisticated engineering and government regulation. Delays are not
uncommon. For example, the utility involved might be required to perform
physical upgrades to allow for the safe and consistent generation,
distribution, and/or transmission of electricity from a Project to the grid.
Delays in the performance of the interconnecting utility's obligations to make
such grid upgrades can negatively impact the financial performance of the Company.
Operational Risks: The Projects
are subject to operating and technical risks, including risk of mechanical
breakdown, failure to perform according to design specifications, labor and
other work interruptions and other unanticipated events that adversely affect
operations. The success of each Project, once built, depends in part upon
efficient operations and maintenance.
Page 5
Construction and Development Risks:
In some cases, the Company will invest in Projects before construction is
complete. Construction of any kind involves risk, including labor unrest, bad
weather, design flaws, the unavailability of materials, fluctuations in the
cost of materials, and labor shortages. Delays are common, which could
adversely affect the economics of the Company.
Equipment Supply Constraints: The
construction of renewable energy facilities relies on the availability of
certain equipment that may be in limited supply, such as solar modules,
trackers, inverters and monitoring systems. Much of this equipment comes from
China. There is no guarantee that the production of this equipment will match
demand and this may adversely impact the ability to construct and the cost of
the Projects.
Finding Credible Development
Companies and Projects: Attracting and retaining relationships with
Development Companies who can originate Projects with quality Customers is
critical to the success of the Company (see Investment Strategy). If we
are unable to acquire a large enough volume of quality Projects, our revenues
may be lower than projected.
Risks Upon Disposition of Investments: If the Company
sells a Project, it might be required to make representations about the
business and financial affairs of the Project, and to indemnify the purchaser
if those representations prove to be inaccurate or misleading. These
arrangements may result in contingent liabilities.
Regulatory Risks: The Projects
will be subject to extensive regulatory requirements, including those imposed
by U.S. environmental, safety, labor and other regulatory and political
authorities. These regulatory requirements may impose substantial costs on the
Projects or an SPE. Further, should any Project or SPE fail to comply with one
or more regulatory requirements, it could result in substantial fines and
penalties or a shutdown of the Project or SPE.
Unavailability of Insurance Against
Certain Catastrophic Losses: Certain losses of a catastrophic nature, such
as earthquakes, wars, terrorist attacks or other similar events, may be either
uninsurable or insurable at such high rates that to maintain such coverage
would cause an adverse impact on the related Project. As a result, not all
Projects may be insured against all possible risks. If a major uninsured loss
occurs, the Company could lose both the amount it invested in and anticipated
profits from the affected Projects.
Potential Environmental Liability:
The Projects, like any large-scale physical plant, could cause environmental
contamination under some circumstances. Further, the SPE could be found liable
for environmental contamination that occurred before the Project was built. The
cost of remediation and penalties could be very large.
Liability for Personal Injury and
Damage to Property: The Company could be held liable for accidents and
injuries at the Project site. The SPE will carry insurance to protect against
the potential losses, but the insurance might not be adequate.
Global or National Economic Conditions: An economic
slowdown the U.S. or globally could affect our Customers and /or Borrowers and
therefore our Projects, Loans and Company Investments.
No Participation in Management:
Investors will have no voting rights and no right to participate in the
management of the Company or the Projects. Instead, the General Partner will
make all decisions. You will have the ability to replace our management team
only under very limited circumstances, as described in Summary of LP
Agreement and Authorizing Resolution.
Page 6
Reliance on Management: The
success of the Company and its Projects will depend in part on the skills of
our General Partner and its management team. If our General Partner fails to
retain its key personnel, the Company and its Investors could suffer.
Sale of Other Securities: The
Company could, at any time, sell classes of Company shares other than those
being offered by this Offering, for example, in a private placement (including,
but not limited to, the sale of Reg D Shares). A different class of securities
could have greater rights than those associated with the Class A Investor
Shares, including but not limited to preferential rights to distributions.
Limitations on Rights in Investment
Agreements: To purchase
Class A Investor Shares, you are required to sign an investment agreement, in
one of the forms attached hereto depending on your preferred method of
investment, which shall either be the choice to (i) make a one-time purchase of
Class A Investor Shares, (ii) make an initial purchase of Class Investor
Shares, followed by subsequent of purchases of Class A Investor Shares over a
periodic basis or (iii) make an initial purchase of Class A Investor Shares,
followed by subsequent purchases of Class A Investor Shares using the proceeds
of distributions received from the Company (such investment agreements, the "Investment
Agreements"). The Investment Agreements will limit your rights in several
important ways if you believe you have claims against us arising from the
purchase of your Class A Investor Shares:
·
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.
Following your initial purchase of Class A Investor Shares,
you may to continue to participate in this Offering by electing to either (i)
establish with the Company, a plan for you to automatically invest in the
Offering on a periodic basis, subject to the terms of an Auto-Invest Agreement
signed by you and the Company or (ii) to reinvest the distributions you receive
from your Class A Investor Shares into the purchase of additional Class A
Investor Shares, subject to the terms and conditions of the applicable
Investment Agreement, signed by you and the Company.
General Partner's Drag-Along Rights: The
General Partner may decide to sell the Projects or the Company at any time.
Should the General Partner decide to sell the Company, Investors could be
forced to sell their Class A Investor Shares at the direction of the General
Partner according to the General Partner's drag-along rights granted to them in
the LP Agreement (see Summary of LP Agreement and Authorizing Resolution).
Forum Selection Provision: Our Investment Agreements
and our LP Agreement both provide that disputes will be handled solely in the
state or federal courts located in the state of Delaware. We included this
provision primarily because (i) the Company is organized under Delaware law,
(ii) Delaware courts have developed significant expertise and experience in
corporate and commercial law matters and investment-related disputes (which
typically involve very complex legal questions), particularly with respect to
alternative entities (such as LPs), and have developed a reputation for
resolving disputes in these areas in an efficient manner, and (iii) Delaware
has a large and well-developed body of case law in the areas of corporate and
alternative entities law and investment-related disputes, providing
predictability and stability for the Company and its Investors. This provision
could be unfavorable to an Investor to the extent a court in a different
jurisdiction would be more likely to find in favor of an Investor or be more
geographically convenient to an Investor. It is possible that a judge would
find this provision unenforceable and allow an Investor to file a lawsuit in a
different jurisdiction.
Section 27 of the Securities Exchange Act of 1934 (the "Exchange
Act") provides that Federal courts have exclusive jurisdiction over
lawsuits brought under the Exchange Act, and that such lawsuits may be brought
in any Federal district where the defendant is found or is an inhabitant or
transacts business. Section 22 of the Securities Act provides that Federal
courts have concurrent jurisdiction with State courts over lawsuits brought
under the Securities Act, and that such lawsuits may be brought in any Federal
district where the defendant is found or is an inhabitant or transacts
business. Investors cannot waive our (or their) compliance with federal
securities laws. Hence, to the extent the forum selection provisions of the
Investment Agreements or the LP Agreement conflict with these Federal statutes,
the Federal statutes would prevail.
Page 7
Waiver of Right to Jury Trial:
The Investment Agreements and the LP Agreement both provide that legal claims
will be decided only by a judge, not by a jury. The provision in the LP
Agreement will apply not only to an Investor who purchases Class A Investor
Shares in the Offering, but also to anyone who acquires Class A Investor Shares
in secondary trading. Having legal claims decided by a judge rather than by a
jury could be favorable or unfavorable to the interests of an owner of Class A
Investor Shares, depending on the parties and the nature of the legal claims
involved. It is possible that a judge would find the waiver of a jury trial
unenforceable and allow an owner of Class A Investor Shares to have his, her,
or its legal claim decided by a jury. In any case, the waiver of a jury trial
in both the Investment Agreements and the LP Agreement do not apply to claims
arising under the federal securities laws.
Conflicts of Interest: The
interests of the Company and the General Partner could conflict with the
interests of Investors in a number of ways, including:
·
Our General Partner and its officers perform similar roles for
other entities that are affiliated with the General Partner 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 General Partner will receive Fees based, in part, on the
amount of cash flow the Company generates. The
General Partner might, therefore, have an
incentive to raise more capital and invest in more Projects and Loans than
they would otherwise, leading them to
invest in borderline Projects and Loans.
·
The entire business of the General Partner consists of investing
in solar projects, including solar projects in the United States. There could
be conflicts between Projects they decide to invest in through the Company and
projects they invest in through other vehicles.
Risk of Failure to Comply with Securities Laws: The
Offering relies on an exemption from registration with the SEC pursuant to
Regulation A. If the Offering did not qualify for exemption from registration
under the Securities Act, the Company could be subject to penalties imposed by
the federal government and state regulators, as well as to lawsuits from
Investors.
We may be subject to claims for recission or damages from
our Investors. Through December 26, 2023, a prior offering sold 2,777,601
Class A Investor Shares and raised approximately $2,911,000 in capital (the "Prior
Offering"). During the Prior Offering, we may not have been eligible for an
exemption from registration under the Securities Act for certain sales of Class
A Investor Shares because we did not file a post-qualification amendment on at
least an annual basis with updated financial statements as required by Rules
251(d)(3)(i)(F) and 252(f)(2)(i) of Regulation A, and because of the
at-the-market prohibition in Rule 251(d)(3)(ii) of Regulation A. Unless another
exemption from registration under the Securities Act is available for these
sales, we may be subject to claims for recission or damages for sales of up to
$1,840,517 of Class A Investor Shares that were made following the first
anniversary of the initial qualification of the Prior Offering
No Market for the Class A Investor Shares; Limits on
Transferability: There is currently no established market for the Class A
Investor Shares. An Investor who wishes to sell or otherwise transfer their
Class A Investor Shares may be limited because:
·
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.
Page 8
Our General Partner reserves the right to reject any
Redemption Request for any reason or no reason or to amend or terminate the
Redemption Plan without prior notice. Therefore, you may not have the
opportunity to make a Redemption Request prior to a potential termination of
the Redemption Plan and you may not be able to sell any of your Class A
Investor Shares back to the Company pursuant to the Redemption Plan. Moreover,
if you do sell your Class A Investor Shares back to the Company pursuant to the
Redemption Plan, you may not receive the same price you paid for the Class A
Investor Shares being redeemed. In addition, pursuant to our Redemption Plan,
an Investor may only (a) have one outstanding Redemption Request at any given
time and (b) request that we redeem up to $50,000 worth of Class A Investor
Shares per each Redemption Request. For more information regarding the
Redemption Plan see Redemption Plan.
"Best efforts-no minimum" offering. The Offering is a
"best efforts" basis and does not require a minimum amount to be raised. This
means that any investment made could be the only investment in this Offering,
leaving the Company without adequate capital to pursue its business plan. If we
are not able to raise sufficient funds, we may not be able to fund our investment
strategy as planned, and our growth opportunities may be materially adversely
affected. This could increase the likelihood that an investor may lose their
entire investment.
Corporate Governance Risk: As a non-listed company
conducting an exempt offering pursuant to Regulation A, the Company is not
subject to a number of corporate governance requirements that an issuer
conducting a registered offering or listed on a national stock exchange would
be. For example, the Company does not have (i) a board of directors of which a
majority consists of "independent" directors under the listing standards of a
national stock exchange, (ii) an audit committee composed entirely of independent
directors and a written audit committee charter meeting a national stock
exchange's requirements, (iii) a nominating/corporate governance committee
composed entirely of independent directors and a written nominating/corporate
governance committee charter meeting a national stock exchange's requirements,
(iv) a compensation committee composed entirely of independent directors and a
written compensation committee charter meeting the requirements of a national
stock exchange, and (v) independent audits of the Company's internal controls.
The Company is an "Emerging Growth Company" Under the
JOBS Act: Today, the Company qualifies as an "emerging growth company"
under the JOBS Act of 2012. If the Company were to become a public company
(e.g., following a registered offering of its securities) and continued to
qualify as an emerging growth company, it would be able to take advantage of
certain exemptions from the reporting requirements under the Exchange Act and
exemptions from certain investor protection measures under the Sarbanes Oxley
Act of 2002. Using these exemptions could benefit the Company by reducing
compliance costs but could also mean that Investors receive less information
and fewer protections than they would otherwise. However, these exemptions -
and the status of the Company as an "emerging growth company" in the first
place - will not be relevant unless and until the Company becomes a public
reporting company.
The Company has elected to delay complying with any new or
revised financial accounting standard until the date that a company that is not
an "issuer" (as defined under Section 2(a) of the Sarbanes-Oxley Act of 2002)
is required to comply with such new or revised accounting standard, if such
standard also applies to companies that are not issuers. As a result, owners of
Class A Investor Shares might not receive the same disclosures as if the
Company had not made this election.
For example, because we are an emerging growth company, you
will not be able to depend on any attestation from our independent registered
public accounting firm as to our internal control over financial reporting for
the foreseeable future. Our independent registered public accounting firm will
not be required to attest to the effectiveness of our internal control over
financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act until the
later of the year following our first annual report required to be filed with
the Commission or the date we are no longer an "emerging growth company" as
defined in the JOBS Act. Accordingly, you will not be able to depend on any
attestation concerning our internal control over financial reporting from our
independent registered public accounting firm for the foreseeable future.
Breaches of Security: It is
possible that our Platform, systems or the systems of third-party service
providers could be "hacked," leading to the theft or disclosure of confidential
information Investors provide to us. Because techniques used to obtain
unauthorized access or to sabotage systems change frequently and generally are
not recognized until they are launched, the Company, General Partner and our
service providers may be unable to anticipate these techniques or to implement
adequate defensive measures.
Page 9
Unanticipated changes in our tax laws that may impact us,
the enactment of new tax legislation, or exposure to additional income tax
liabilities could affect our profitability: We are obligated to comply with
income tax laws in the regions where we operate, including recent changes like
the Inflation Reduction Act. These evolving tax regulations could impact our
financial health. We also face potential tax audits that may result in
additional tax assessments, with uncertain outcomes. Changes to our effective
tax rate, driven by shifts in our operational structure, could have significant
effects on our financial well-being.
The price of Class A Investor Shares was determined by our
General Partner (see Price of Class A Investor Shares). The Company
sells shares to raise capital for the purchase and construction of Projects and
to issue Loans. As new Investors purchase Class A Investor Shares (or other
classes of stock, see Other Concurrent Offerings), existing Investors
may be temporarily diluted until new Projects are acquired and/or constructed
and new Loans are originated and contribute to monthly cash flow. Cash in
treasury may be invested into Company Investments to optimize yield and
minimize the dilution impact. Such Company Investments will not earn as high of
a return as we expect to earn on our investments in Projects and Loans.
Additionally, we may in the future offer additional classes
and/or series of Investor Shares (such as in the Reg D Offering) or other
securities convertible into or exchangeable for such class or series of
Investor Shares. Although no assurances can be given that we will consummate a
financing, in the event we do, or in the event we sell additional classes
and/or series of Investor Shares (such as in the Reg D Offering) or other
securities convertible into shares of our Class A Investor Shares in the future,
additional and substantial dilution will occur. In addition, investors
purchasing Class A Investor Shares or other securities in the future could have
rights superior to Class A Investor Shares Investors in this Offering.
Subsequent offerings at a lower price (a "down round") could result in
additional dilution.
The Company is offering to sell up to $50,000,000 of Class A
Investor Shares to the public. As of April 30, 2026 491,932,555 Class A
Investor Shares remain authorized but unissued. This Offering is being
conducted as a continuous offering pursuant to Rule 251(d)(3) of Regulation A,
meaning that while the offering of securities is continuous, active sales of
securities may happen sporadically over the term of the Offering. Further, the
acceptance of subscriptions, whether via the Platform or otherwise, may be
briefly paused at times to allow us to effectively and accurately process and
settle subscriptions that have been received.
The Offering commenced on June 26, 2024 and will end on the
sooner of (i) a date determined by the Company, or (ii) the date the Offering
is required to terminate by law.
Page 10
Only the Company is offering securities in this Offering.
None of our existing officers, directors, or stockholders (including the
General Partner) are offering or selling any of their securities of the Company
in this Offering.
The Company is not using an underwriter or broker to sell
the Class A Investor Shares and is not paying commissions. Class A Investor
Shares will be offered and sold only through the Platform.
This is a "best efforts - no minimum" offering. This means
that the Offering does not have a minimum threshold amount that we must raise
before we can have a closing. Even if a very small number of Class A Investor
Shares are sold, the Company does not plan to return funds to Investors.
The Company reserves the right to reject any subscription to
purchase Class A Investor Shares in this Offering in whole or in part and for
any reason (or no reason). If the Company rejects an investment, it will
promptly return all the Investor's money without interest or deduction.
Anyone can buy Class A Investor Shares. The General Partner
does not intend to limit investment to people with a certain income level or
net worth, although there are limits on how much non-accredited investors may
invest in this Offering (see Limit on the Amount a Non-Accredited Investor
Can Invest).
The General Partner intends to advertise the Offering using
the Platform and through other means, including public advertisements, social
media and audio-visual materials, in each case, only as we authorize and in
compliance with the rules and regulations of Regulation A. Although these
materials will not contain information that conflicts with the information in
this Offering Circular and will be prepared with a view to presenting a
balanced discussion of risk and reward with respect to the Class A Investor
Shares, the advertising materials will not give a complete understanding of
this Offering, the Company, or the Class A Investor Shares and are not to be
considered part of this Offering Circular.
The Offering is made only by means of this Offering Circular
and prospective Investors must read and rely on the information provided in
this Offering Circular in connection with their decision to invest in Class A
Investor Shares.
In addition to this Regulation A offering, the Company may
conduct concurrent private offerings of securities under Rule 506(c) of
Regulation D of the Securities Act of 1933. These private offerings (the "Reg
D Offerings") will be open exclusively to verified accredited investors and
may be offered through general solicitation and advertising, in compliance with
applicable securities laws. Each of these classes of Company shares ("Reg D
Shares") offered to investors participating in these private offerings (the
"Reg D Investors") shall participate in distributions with the Investors
on a pari passu basis.
Securities sold pursuant to Regulation D will not be
registered with the SEC and will be subject to transfer restrictions.
Proceeds from the Regulation D offering will be combined
with proceeds from this Offering and used by the Company for the same common
purpose (see Use of Proceeds). While proceeds from each offering may be
used to acquire overlapping or similar energy infrastructure assets, the
Company will maintain separate accounting of capital raised under each offering
and allocate capital in a manner consistent with the rights and expectations of
each investor class.
We expect to use all of the net proceeds of this Offering to
acquire, develop and construct Projects and to issue Loans. Proceeds waiting to
be invested into Projects and Loans may be temporarily invested into Company
Investments like government bonds or money market accounts. For more
information regarding our investment strategy, see Investment Strategy.
For more information regarding current Projects and Loans, see Description
of Property
Page 11
We expect to pay for operating expenses at the Company with
cash flow from the Projects and Loans, but if the Projects and Loans have not
earned enough revenue to pay for any given operating expense, the General
Partner may use the proceeds from this Offering to pay such operating expense.
The types of operating expenses that the Company expects to pay are described
in Our Operating Expenses.
The capital raised in this Offering will not be used to
compensate officers or directors because the Company has no employees. However,
Offering proceeds may be used to pay Fees owed to the General Partner and its
affiliates (see Compensation of General Partner). The Company expects to pay operating expenses, including Fees, from
available Company cash, including cash flow from Projects, Loans and Company
Investments and, if necessary, Offering proceeds.
The General Partner may make short term advances to the
Company to make payments on an as-needed basis. The General Partner has also
secured a loan on behalf of the Company. We do not anticipate any additional
sources of capital apart from funds from operations, the advances, funds
generated through this Offering (and other offerings) and the loan to fund the
Projects and Loans.
It is important to note that no capital will be allocated to
any Project or Loan until it has received formal approval from the Investment
Committee and has been reported in accordance with the appropriate procedures
(see Investment Committee).
We might invest in Projects or Loans using the General
Partner's capital before we have raised enough capital from Investors. In that
case, we will replace the General Partner's capital with capital from Investors
as soon as we raise it. To the extent the General Partner or its affiliates
invest capital, they will do so on the same price and terms as the Investors
(see Compensation of General Partner).
The table below sets forth our estimated use of proceeds
from this Offering assuming we sell $50.0 million in Class A Investor Shares.
This is a "best effort" offering. This Offering does not have a minimum to
close. The Company is not paying commissions to underwriters, brokers, or
anyone else in connection with the sale or distribution of the Class A Investor
Shares. In some cases, retirement custodians, investment advisers, and other
intermediaries will offer to invest on behalf of their clients. In such cases,
the custodian, adviser, or intermediary will be paid a fee from their client's
invested funds. In such cases, the client (rather than the Company) is paying
those fees.
|
|
|
Maximum
Offering
|
|
10% of Maximum
|
|
25% of Maximum
|
|
50% of Maximum
|
|
|
|
Amount (1)
|
|
Amount
|
|
Amount
|
|
Amount
|
|
Gross Offering Proceeds
|
$
|
50,000,000
|
|
5,000,000
|
|
12,500,000
|
|
25,000,000
|
|
Less Marketing Expenses
(1)
|
$
|
2,500,000
|
|
250,000
|
|
625,000
|
|
1,250,000
|
|
Net Proceeds from this Offering
|
$
|
47,500,000
|
|
4,750,000
|
|
11,875,000
|
|
23,750,000
|
|
Estimated Amount
Available for Projects and Loans
|
$
|
47,500,000
|
|
4,750,000
|
|
11,875,000
|
|
23,750,000
|
|
TOTALS
|
$
|
50,000,000
|
|
5,000,000
|
|
12,500,000
|
|
25,000,000
|
(1) The Company will
reimburse the General Partner in an amount up to 5% of proceeds from this
Offering to pay for organization and offering expenses, including marketing
expenses. Any such amounts in excess of such 5% will be paid, without
reimbursement, by the General Partner.
The Company reserves the right to change the above use of
proceeds without notice if the General Partner believes it is in the best
interests of the Company.
Page 12
The Company's offices are located at 52 Main Street,
Chester, CT 06412. The Company itself has no employees. Rather, the Company has
engaged the General Partner to manage the Company and utilizes employees and
services provided by the General Partner as described more fully in the section
Directors, Executive Officers & Significant Employees.
Energea Portfolio 4 USA LP is a limited partnership, treated
as a "C" corporation for United States federal and state income tax purposes,
and organized under the laws of Delaware as of March 11, 2021. The Company and
its day-to-day operations are managed by Energea Global LLC (the "General
Partner" or "Energea Global"). The Company was created to invest in
the acquisition, development, and operations of solar energy projects in the
USA (each a "Project"). The Company may also lend money to Development
Companies and use solar projects as collateral rather than acquiring Projects
for direct ownership (each a "Loan").
The primary sources of revenue for the Company comes from
payments made by customers who buy energy from the Projects ("Customers")
and borrowers who make principal and interest payments on Loans ("Borrowers").
The Company's profitability depends on generating revenues from Projects and
Loans that exceed the operating costs (see Our Operating Expenses).
Projects are each owned by a special-purpose entity ("SPE").
As of the date of this Offering Circular, the Company owns 100% of each SPE
(except for Tax Equity, as hereinafter defined), although there could be
instances where the Company is a partner in a SPE with another party. In all
cases, the Company expects to exercise management control over each SPE.
The Company generally plans to hold the Projects
indefinitely, creating a reliable stream of cash flow for Investors. Should the
Company decide to sell Projects in the future, however, the General Partner would
consider the following factors:
·
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 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 or repowering 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 Power Purchase Agreement (see Summary of Supporting
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.
Page 13
The Company sources most of its Projects from third parties
in the United States who specialize in developing solar projects ("Development
Companies"). The Company's relationship with Development Companies may
take several different forms. A Development Company might: (i) identify a
potential project and permit, engineer and construct it, (ii) provide
operations and maintenance support for a Project after it is built, or (iii) sell
a Project to us and exit entirely.
Development Companies are compensated for their work and
their risk. As of the date of this Offering Circular, the General Partner does
not currently own a Development Company in the U.S. and the Company acquires
all Projects from unrelated Development Companies. The General Partner may
create or acquire a Development Company if Projects from third parties become
overpriced, if an exceptional market opportunity presents itself or if deal
flow is slow and we require additional development capacity. If the Company
were to acquire a Project from a Development Company that is related to the
General Partner or an affiliate of the General Partner, we will cap the
related-party origination fee at 5.0% of the overall Project's cost, which we
believe is below the standard market rate for developing a Project (see Compensation
of General Partner).
The General Partner reviews Projects submitted by the
Development Companies and seeks to identify Projects that we believe represent
the greatest opportunity for risk-adjusted returns. We are specifically
searching for Projects in states with what we believe to be favorable economic
conditions, large addressable markets and well-defined renewable energy
policies, like Connecticut, New York, Massachusetts and California. When we
find a Project that meets these fundamental criteria, we consider the Project
for investment and attempt to negotiate a Project Purchase and Sale Agreement
(see Summary of Supporting Contracts), allowing the Company to take
ownership of the Project.
The Company is particularly focused on investing in Projects
that have been operational for at least five years, because we believe that these
seasoned assets are more predictable and buying them at this stage helps the
Company avoid the complexity and expenses related to tax equity project finance
(a form of investment typical at the beginning of a project's life in the U.S.
solar market). We believe there are a large number of small to medium-scale
solar projects in the U.S. that are aging and could be acquired for attractive
prices.
We primarily invest in Projects with the following
characteristics:
·
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, while 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 site
to ensure adequate Access Rights are protected.
Page 14
·
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: Generally, we use the same basic
equipment that is 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 who
we believe are 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 is a wide range of state-level incentives that
include an environmental commodity known as 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 RECs.
·
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") and Modified
Accelerated Cost Recovery System ("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").
·
Minimum Technical Requirements ("MTR"): All
technical aspects of each Project we invest in must meet the Company's MTR. The
MTR is a comprehensive list of all venders and equipment makes/models which
have gotten through the General Partner's due diligence process and are
acceptable for use in the Projects. We analyze venders and the equipment they
make to predict the field performance of the equipment and the financial
strength behind warranties and guarantees. In addition to tracking venders and
materials used in the construction, we also track best installation practices
through the MTR. Each Project leaves lessons learned, and those lessons are
incorporated into the collective memory of the General Partner by being added
to the best practices component of the MTR.
·
When the Company Invests in Projects: Normally, the
Company will not invest in a Project until the applicable contracts named above
in Rights to Land, Connecting Projects to the Distribution Grid, and
Our Solar Equipment have been negotiated and executed. Thus, in most
cases Investors are not exposed to significant Project-level risks until all
these agreements are signed. However, the General Partner might make exceptions
for Projects which we believe to be exceptionally promising. The General
Partner will have sole discretion over whether to acquire or invest in a
Project. See Risk Factors for more information.
The Company may provide Loans to Borrowers in the United
States. Borrowers are usually Development Companies or a project SPE owned by a
Development Company. These Loans are designed to finance the development of new
solar energy projects while relying on the credit of existing projects or other
collateral that rests on the balance sheet of the Borrower as collateral. Each
time a new project reaches commercial operation; it contributes to the
Borrower's overall collateral which allows the Company to extend additional
credit to the Borrower.
·
Loan Issuance: As the Company raises capital through this
Offering, the General Partner may lend some or all of it to Borrowers each
month. Each disbursement is amortized on a separate amortization schedule which
adheres to the terms and conditions of the Loan Agreement (see Summary of
Supporting Contracts).
·
Collateral: The Loans are senior debt and collateralized
by a pledge of the shares in the Borrower's enterprise which includes solar
projects held on the corporate balance sheet. Thus, by serving as the sole
lender to a Borrower, the solar projects act as the primary form of collateral.
As Loans are issued, the Borrower uses the loan proceeds to develop and
construct more projects which are added to the overall collateral calculations.
Page 15
As the Projects achieve commercial operation, the Borrower's
customer begins to make payments to our Borrower for energy produced by the Projects.
In some cases, payments from the customers to our Borrower are made directly to
a segregated account controlled by the Company. As a condition to close a Loan,
the Borrower grants the Company controlling rights to the trust account and/or collateralized
assets so that, in the event of a default, the General Partner can easily step
into the Borrower's cash flow to prevent revenue leakage during a default
event. We believe the Company is particularly well-suited to issue Loans
when solar projects act as collateral due to our General Partner's extensive
experience owning and operating solar projects.
·
Loan Management: The General Partner will oversee the
performance and compliance of Borrowers and the associated collateral. Their
responsibilities include continuous monitoring of construction progress, energy
production and cash flows to help ensure that loan terms are met. By working closely
with the Borrowers and their projects, we mitigate risks associated with
project delays and underperformance which could impair the Borrower. Close
scrutiny of underlying projects during due diligence and loan servicing also
ensures an efficient step-in during a default scenario.
The ITC, a foundational element of U.S. renewable energy
policy, was significantly restructured through the Inflation Reduction Act of
2022 ("IRA") and subsequent regulatory developments. Historically, the
ITC allowed renewable energy developers-particularly in solar and wind-to claim
a federal tax credit based on a percentage of project capital expenditures.
This credit was used to offset the developer's tax liability, reducing
effective project costs and incentivizing investment. However, the previous
framework posed challenges for entities without sufficient tax appetite,
requiring them to engage in complex and expensive tax equity structures such as
partnership flips or sale-leasebacks, which often excluded smaller sponsors due
to scale and cost constraints.
The IRA introduced a major change by making ITCs
transferrable, allowing project sponsors like our SPEs to sell unused tax
credits to unrelated third parties for cash. We believe that this change
addresses one of the key inefficiencies in the original structure by opening
access to the value of tax credits regardless of the sponsor's own tax capacity
which should result in a more flexible and efficient path to monetizing tax
incentives, improving capital recycling, and enabling broader participation in
renewable energy finance. Recent IRS guidance has further clarified
implementation of this provision, including registration requirements and
anti-abuse rules, which should further enable a growing market of tax credit
buyers and sellers to transact with greater certainty. The Company expects to
benefit from improved pricing, reduced transaction costs, and the ability to
monetize credits at the individual project level rather than relying
exclusively on aggregated or institutional-scale tax equity transactions.
However, it is important to note that the tax credit regime
remains subject to change, and future legislation could materially alter the
structure, availability, or value of the ITC. In particular, the sweeping
federal legislative package currently under discussion-commonly referred to as
the "Big Beautiful Bill"-is rumored to include substantial changes to U.S.
energy tax policy. While the precise contents and timeline of such legislation
remain uncertain, there is a risk that it could modify or limit the transferability
of credits, introduce new eligibility requirements, or impose additional
constraints on credit buyers or sellers. These potential changes could impact
the Company's ability to have its SPEs monetize tax credits as anticipated and
may cause our investment strategy to focus exclusively on acquiring operational
projects which are no longer impacted by ITC considerations.
When we find a Project or Loan that meets the fundamental
criteria described above, we consider the opportunity at a multi-disciplinary
committee of experienced renewable energy executives of the General Partner ("Investment
Committee"). To approve a Project or Loan for funding, a unanimous approval
of the investment by the Investment Committee is required to move forward. A
copy of the memorandum prepared by the General Partner for each Project or Loan
is provided to Investors on the Platform and in our filings with the SEC
through "Form 1-U" and 253(g)(2) filings. As of the date of this
Offering Circular, the Investment Committee consists of the members outlined in
the table below:
Page 16
|
Name
|
Title
|
Due Diligence Responsibility
|
|
Arthur Issa
|
Financial Analyst
|
Review historical financials and
prepare projections for each Project and Loan incorporating cash flow, tax,
technical and energy market variables.
|
|
Dave Rutty
|
Project Analyst
|
Compiles the IC Memos for Projects.
|
|
Francielle Assis
|
HR & HSEC Legal Coordinator
|
Examines the area where a
Project is located for environmental, emergency services and
community-related risk factors.
|
|
Isabella Mendonca
|
General Counsel
|
Examine and/or prepares all documents related to a Project
or Loan to ensure contracts meet Energea Global's requirements.
|
|
Juan Carvajales
|
Loan Analyst
|
Compiles the IC Memo for Loans.
|
|
Julio
Cezar dos Santos de Morais
|
Electrical Engineer
|
Ensures all Projects meet our Minimum Technical
Requirements in the field. Produces a punch list of failures to be remedied
if necessary.
|
|
Mike Silvestrini
|
Managing Partner
|
Originates and negotiates most
investment opportunities.
|
|
Paulo Vieira
|
Director of Operations
& Maintenance
|
Confirms cost and strategy for operating and maintaining
Project investments.
|
Our net income depends, in large part, on our ability to
source, acquire and manage investments with attractive risk-adjusted yields. We
compete with many other entities engaged in renewable energy in the U.S.
market, including individuals, corporations, private funds, and other entities
engaged in renewable energy investment activities, many of which have greater
financial resources and lower costs of capital available to them than we have.
In addition, there are numerous companies with asset acquisition objectives
similar to ours, and others may be organized in the future, which may increase
competition for the investments suitable for us.
There are numerous companies with investment objectives
similar to ours. That said, the industry is going through a consolidation phase
where a large pool of market participants is being consolidated into a smaller
group of "successful" enterprises. Thus, we believe that we will have fewer
competitors today than we would have had five years ago, but those competitors
are generally larger and more sophisticated than those that have folded or sold
their position in the market.
Competitive variables include market presence and
visibility, amount of capital to be invested per Project and underwriting
standards. To the extent that a competitor is willing to risk larger amounts of
capital in a particular transaction or to employ more liberal underwriting
standards when evaluating potential investments than we are, our investment
volume and profit margins could be impacted. Our competitors may also be
willing to accept lower returns on their investments and may succeed in buying
the Projects that we have targeted for acquisition. Although we believe that we
are well-positioned to compete effectively in each facet of our business, there
is competition in the market and there can be no assurance that we will compete
effectively or that we will not encounter increased competition in the future
that could limit our ability to grow the portfolio in the future and conduct
our business effectively.
The revenue from our Projects and Loans consists primarily
of the payments we receive from Customers and Borrowers under their respective
agreements. For the fiscal years ended December 31, 2025 and 2024,
respectively, the Company's total revenue was $641,029 and $329,680, respectively,
which is broken down below:
Page 17
|
Revenue Recognition
|
Amount as of
12/31/2025
|
Amount as of
12/31/2024
|
|
Project Revenue
|
$641,029
|
$329,680
|
|
Loan Revenue
|
$0
|
$0
|
In addition to the revenue described above, the company may
also earn additional income from short term treasury investments and gains from
the sale of a Project. For the fiscal years ended December 31, 2025 and 204,
respectively, the Company's total other income was $91,708 and $16,311,
respectively, which is broken down below:
|
Other Income Recognition
|
Amount as of
12/31/2025
|
Amount as of
12/31/2024
|
|
Short Term Investments
|
$91,708
|
$16,311
|
|
Sale of Projects
|
$0
|
$0
|
Our Revenue Recognition Policy follows ASC-606 which is a
five-step procedure:
|
Procedure
|
Example
|
|
Step 1 - Identify the Contract
|
Power Purchase Agreement or Loan
Agreement
|
|
Step 2 - Identify the Performance Obligations
|
Delivery of electricity from solar plant or issuance of
debt
|
|
Step 3 - Determine the
Transaction Price
|
Amount contractually signed with
Customer or Borrower
|
|
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
or Borrower is invoiced
|
The Company incurs a variety of costs and expenses ("Company
Operating Expenses"), including:
·
banking fees;
·
legal expenses;
·
payments to the General Partner for fees;
·
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; and
·
U.S. taxes.
The Projects also incur a variety of costs and expenses("Project
Operating Expenses"), including:
·
payments to third parties to operate and maintain the Projects;
·
lease payments to landowners (if applicable);
·
debt service and transactional payments (where we borrow money at
the Project level);
·
utilities;
Page 18
·
property taxes;
·
banking fees;
·
taxes levied on SPEs;
·
depreciation; and
·
Project insurance.
The Company's total operating expenses for the fiscal year
ended December 31, 2025 were $607,708.
This PQA is not providing, or purporting to provide, any tax
advice to Investors. Every potential Investor is advised to seek the advice of
his, her or its own tax professionals before making this investment. The
securities sold in this Offering may have issues related to taxation at many
levels, including tax laws and regulations at the state, local and federal
levels in the United States, and at all levels of government in non-U.S.
jurisdictions.
It is impractical to comment on all aspects of federal,
state, local and foreign tax laws that may affect the tax consequences of
participation in the Company. Therefore, each prospective Investor should
satisfy himself, herself or itself as to the tax consequences of participating
in the Company by obtaining independent advice from his, her or its own tax
advisers. Furthermore, while the Company will furnish to you any information
required to be provided to you under applicable tax laws, preparation and
filing of each Investor's tax returns shall be such Investor's responsibility.
The following summarizes certain significant Federal income
tax consequences of acquiring Class A Investor Shares. This summary is based on
the current tax laws in the U.S. Internal Revenue Code of 1986, as amended (the
"Code"), the Treasury regulations issued by the Internal Revenue Service
("Regulations"), and current administrative rulings and court decisions,
all as they exist today. The Company will report its income and losses using
the calendar year ending December 31 (the "Calendar Year"). All of these
tax authorities could change in the future (and such change may possibly be
retroactive so as to result in different U.S. federal income tax consequences
from those set forth below).
This is only a summary, applicable to a generic Investor.
Your personal situation could differ. We encourage you to consult with your own
tax advisor before investing.
U.S.
Federal Income Taxes
As used herein, the term "U.S. Holder" means a
beneficial owner of the Class A Investor Shares that is, for U.S. federal
income tax purposes, an individual citizen or resident of the United States, a
corporation (or any other entity taxable as a corporation for U.S. federal
income tax purposes) created or organized in or under the laws of the United
States or any state or political subdivision thereof or the District of
Columbia, an estate the income of which is subject to U.S. federal income
taxation regardless of its source, or a trust, if a court within the United
States is able to exercise primary supervision over the administration of the
trust and one or more U.S. persons control all of the substantial decisions of
the trust or if a valid election is in place to treat the trust as a U.S.
person.
Page 19
In addition, if a partnership, including any entity or
arrangement, domestic or foreign, classified as a partnership for United States
federal income tax purposes, holds Class A Investor Shares, the tax treatment
of a partner generally will depend on the status of the partner and upon the
activities of the partnership. Accordingly, partnerships that hold Class A
Investor Shares, and partners in such partnerships, should consult their tax
advisors.
The Company is a Delaware limited partnership but has
affirmatively elected to be treated as a corporation under Subchapter C of the
Code for federal income tax purposes. Thus, the Company will be taxed at
regular corporate rates on its income before making any distributions to
holders of Class A Investor Shares as described below.
Distributions to U.S. Holders out of the Company's current
or accumulated earnings and profits, if any, will be taxable as dividends. A
non-corporate U.S. Holder who receives a distribution constituting "qualified
dividend income" may be eligible for reduced federal income tax rates. U.S.
Holders are urged to consult their tax advisors regarding the characterization
of corporate distributions as "qualified dividend income." Dividends received
by a corporate U.S. Holder may be eligible for the corporate dividends-received
deduction if certain holding periods are satisfied. Distributions in excess of
the Company's current and accumulated earnings and profits will not be taxable
to a U.S. Holder to the extent that the distributions do not exceed the
adjusted tax basis of the U.S. Holder's Class A Investor Shares. Rather, such
distributions will reduce the adjusted basis of such U.S. Holder's Class A
Investor Shares. Distributions in excess of current and accumulated earnings
and profits that exceed the U.S. Holder's adjusted basis in its Class A
Investor Shares will be taxable as capital gain in the amount of such excess if
the Class A Investor Shares are held as a capital asset. In addition, Section
1411 of the Code imposes on individuals, trusts and estates a 3.8% tax on
certain investment income (the "3.8% NIIT").
Upon any taxable sale or other disposition of Class A
Investor Shares, a U.S. Holder will recognize gain or loss for federal income
tax purposes on the disposition in an amount equal to the difference between
the amount of cash and the fair market value of any property received on such
disposition; and the U.S. Holder's adjusted tax basis in the Class A Investor
Shares. A U.S. Holder's adjusted tax basis in the Class A Investor Shares
generally equals his or her initial amount paid for the Class A Investor Shares
and decreased by the amount of any distributions to the Investor in excess of
the Company's current or accumulated earnings and profits. In computing gain or
loss, the proceeds that U.S. Holders receive will include the amount of any
cash and the fair market value of any other property received for their Class A
Investor Shares, and the amount of any actual or deemed relief from
indebtedness encumbering their Class A Investor Shares. The gain or loss will
be long-term capital gain or loss if the Class A Investor Shares are held for
more than one year before disposition. Long term capital gains of individuals,
estates and trusts currently are taxed at a maximum rate of 20% (plus any
applicable state income taxes) plus the 3.8% NIIT.
The Code imposes an alternative minimum tax on individuals
and corporations. Certain items of the Company's income and loss may be
required to be taken into account in determining the alternative minimum tax
liability of Investors.
The Company will report its income and losses using the Calendar
Year.
The Company will furnish each Investor with the information
needed to be included in his or her federal income tax returns, if any;
provided, however, the Investors shall be responsible for determining their
adjusted basis in their respective Class A Investor Shares. Each Investor is
personally responsible for preparing and filing all personal tax returns that
may be required as a result of his purchase of Class A Investor Shares. The tax
returns of the Company will be prepared by accountants selected by the Company.
Page 20
If the tax returns of the Company are audited, it is
possible that substantial legal and accounting fees will have to be paid to
substantiate our position and such fees would reduce the cash otherwise
distributable to Investors.
Each Investor must either report Company items on his or her
tax return consistent with the treatment on the information return of the
Company or file a statement with his tax return identifying and explaining the
inconsistency. Otherwise the IRS may treat such inconsistency as a
computational error and re-compute and assess the tax without the usual
procedural protections applicable to federal income tax deficiency proceedings.
The Code imposes interest and a variety of potential
penalties on underpayments of tax.
The foregoing discussion addresses only selected issues
involving Federal income taxes and does not address the impact of other taxes
on an investment in the Company, including federal estate, gift, or
generation-skipping taxes, or State and local income or inheritance taxes.
Prospective Investors should consult their own tax advisors with respect to
such matters.
The Company will cause the SPEs to enter into six (6) main
contracts for each Project:
·
Purchase and Sale Agreements: When the General Partner
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 IRA, we will
do so under the terms and conditions of a "Tax Equity Agreement".
·
Power Purchase Agreements: 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 third parties 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 referred to as a "Construction
Contract".
·
Project Maintenance Contracts: The SPE will then hire a
third party to operate and maintain the Projects pursuant to a contract we
refer to as a "Project Maintenance Contract".
Page 21
The Company will enter into three (3) main contracts when
making a Loan to a Borrower:
·
Loan Agreement: A Loan Agreement ("Loan Agreement")
is a contract where the Lender provides funds to a Borrower up to a specified
limit over a set borrowing period. The Borrower uses these funds to construct
new solar projects. The Borrower grants the Lender a first-priority lien on all
its assets as collateral, including the solar projects. The agreement includes
conditions for advances, default triggers, and remedies for the Lender, with
covenants ensuring compliance and asset segregation.
·
Collateral Agreements: The "Collateral Agreements"
are a collection of agreements and instruments designed to secure obligations
under a Loan Agreement between a Borrower and the Company. These documents
collectively establish, and perfect the Company's security interests in various
assets and equity interests of the Borrower and related parties. They may
include personal guarantees, corporate guarantees, promissory notes outlining
repayment terms, and pledge agreements granting the Company priority liens on
specific collateral. Supporting resolutions and certificates confirm the
Borrower's authorization and compliance. The Collateral Agreements address
repayment conditions, default remedies, rights over collateral, and ensure the
Company's enforcement capabilities while defining limits on recourse where
applicable.
·
Trust Agreement: Some, but not all, Loans will also have a
"Trust Agreement". In circumstances where the General Partner requires
more fiscal oversite over a Borrower, we will set up a trust which will receive
all of the Borrowers revenue (usually payments for energy from their
customers). The General Partner will instruct the Trustee to pay principal
and/or interest payments owed to the Company prior to distributing the
remaining cash to the Borrower for their use in operations.
Material Legal Proceedings
As of the date of this Offering Circular, neither the
Company, nor any of the Company's SPEs, are currently involved in any material
legal proceedings.
A comprehensive discussion on risks of investing in the
Company can be found at the beginning of this Offering Circular. Below are
risks that we believe deserve specific attention, as they have the highest
likelihood of impacting Investor returns. Following each risk is a brief
description of mitigating strategies to be employed by the General Partner:
·
Solar Irradiance: Energea Global forecasts the
energy production of each Project based on historical weather patterns. A
deviation from historical weather patterns could result in lower-than-expected
electrical production and decreased dividends. Projected returns use a P-50
production estimate. P-50 is an estimate of electrical production where there
is a 50% statistical probability that the Project will produce more electricity
and a 50% probability that the Project will produce less. This is an industry
standard method of weather prediction and production estimating.
o
Mitigating Strategy: Diversifying across many Projects and
different geographical markets helps to mitigate the solar irradiance risk of
any specific Project. The Projects are impossible to predict one day to the
next, but over a year, it is actually quite predictable for experienced
managers. Loans carry a lower exposure to solar irradiance than Projects. A
"debt service coverage ratio" is designed to "make room" for the collateral to
underperform and still make the debt service payment as scheduled. While the
effects of solar irradiance on Projects in the short term are almost impossible
to predict, we believe that in the long term the effects of solar irradiance
become more predictable.
Page 22
·
Theft / Damage: The equipment may be subject to
theft or damage which is beyond the Company's control.
Mitigating Strategy: Energea Global always carries
insurance to protect against major loss. We carry property insurance to cover
theft or unexpected damage to the equipment as well as business interruption
insurance to cover lost income during Project downtime. Many of the Projects
are on Customer's rooftops where they enjoy some level of protection. Loans are
less exposed to theft and damage losses.
·
Construction: There is a risk that the Project
could encounter unforeseen delays or costs during the construction phase that
could potentially delay dividends and result in a lower-than expected IRR.
o
Mitigating Strategy: All Construction Contracts (see
summary of Summary of Supporting Contracts) have liquidated
damages clauses. Liquidated damages hold the contractor building the Project
responsible for any lost revenue resulting from construction delays. The
Company has been successful capturing liquidated damages from construction
companies in the past when Projects are delayed, but we may not be able to
capture them in the future. The Company also acquires all Projects on a
fixed-price basis to limit our exposure to cost overruns during construction.
·
Customer Default: The primary source of revenue
from Projects and Loans will come from long-term Purchase Power Agreements and
Loans. There is a risk that an entity could default on the Purchase Power
Agreement or Loan.
o
Mitigating Strategy: Energea Global carefully evaluates
the credit risk of the Customers and Borrowers. Most of the contracts with the
Company or SPEs are with large utility companies, large corporations and U.S.
municipalities, which we believe mitigates risk.
·
Materials / Equipment: Equipment may fail or break
down resulting in lower than anticipated production or unplanned additional
operating expenses.
o
Mitigating Strategy: Equipment used in the Projects come
with warranties (ranging from 2 to 25 years depending on the component) and
guarantees from contractors (ranging from 2 to 5 years). Warranties and
guarantees protect against failure when they are properly managed and pursued.
Energea Global also accounts for degradation in our project models and sets
aside a contingency reserve for unforeseen mechanical issues that may arise.
To date, the Company owns the following Projects and has
issued the following Loans:
As of the date of this Offering Circular, the Company
holds 5 Projects. The table below lists the total amount the Company invested
into each Project and the estimated Project cost. Please refer to the links in
the column labeled "Form 1-U" for the Project Memo which gives in-depth
information regarding each Project such as its location, the system size,
contractors used to construct the Project, information about other
stakeholders, information about the buyer of the energy and environmental
commodities and the estimated economics of the Project. The Project Memos can
also be found on the Platform.
|
Project Name
|
Entity Name
|
Project Size (AC)
|
Estimated
Projected Cost
|
Amount
Invested**
|
Form
1-U
|
|
West School
|
Energea West School LLC
|
240 kW
|
$494,821
|
$494,821
|
|
|
Waltham
|
Energea Waltham LLC
|
466 kW
|
$878,557
|
$878,557
|
|
|
Fresno Airport
|
Energea Fresno LLC
|
1.8 MW
|
$2,635,850
|
$2,635,850
|
|
|
Redwood Valley
|
Energea Redwood LLC
|
95 kW
|
$65,019*
|
$9,118
|
|
|
Sandlot
|
Energea Sandlot LLC
|
600 kW
|
$399,685
|
$399,685
|
|
|
Total
|
|
|
$4,473,932
|
$4,418,031
|
|
*Estimated cost for Redwood Valley assumes a complete
project refurbishment in 2028.
**As of December 31, 2025
Page 23
To date, the Company has issued one (1) Loan.
|
Borrower Name
|
Closing Date
|
Maximum Loan
Amount
|
Amount Lent as
of 12/31/2025
|
Form
1-U
|
|
CT Solar One LLC
|
12/31/25
|
$5,000,000
|
$815,114
|
The following discussion of our financial condition and
results of operations should be read in conjunction with our financial
statements and the related notes thereto contained in this Offering Circular.
The following discussion contains forward-looking statements that reflect our
plans, estimates, and beliefs. Our actual results could differ materially from
those discussed in herein (see Caution Regarding Forward-Looking Statements
and Risk Factors). Unless otherwise indicated, the latest results discussed
below are as of December 31, 2025.
For financial statement purposes, the Company accounts for
investments in Projects under ASC 360. The Projects are carried at cost and
will be depreciated on a straight-line basis over the estimated useful life of
the related assets.
The Company evaluates for impairment under ASC 360,
utilizing the following required steps to identify, recognize and measure the
impairment of a long-lived asset to be held and used:
·
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 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, determine the fair value of the long-lived asset and
recognize an impairment loss if the carrying amount of the long-lived asset
exceeds its fair value.
The company follows ASC 606 guidelines for revenue
recognition. To apply this principle, the standard establishes five key steps:
· Step
1: Recognize the contract with the Customer/Borrower
· Step
2: Specify performance obligations
Page 24
· Step
3: Establish transaction price
· Step
4: Allocate transaction price to performance obligations
· Step
5: Recognize revenue
The U.S. energy infrastructure market is currently being
shaped by two primary forces: (i) the requirement for projects to achieve "safe
harbor" status by July 4, 2026, in order to preserve eligibility for ITC
benefits, and (ii) a significant increase in electricity demand, including from
data centers and artificial intelligence-related applications. Together, these
factors are driving an accelerated development cycle across the sector and
increasing the urgency to bring new generation capacity online within a defined
timeframe.
The July 4, 2026, safe harbor deadline has created a
near-term "build window" for eligible projects. Projects that do not meet this
requirement may not qualify for ITC benefits, which are a material component of
project economics. As a result, developers are prioritizing the advancement of
projects that can be progressed through key milestones within this timeframe.
This has led to increased competition for equipment, development resources, and
capital capable of supporting projects through this accelerated timeline.
At the same time, demand for electricity is increasing,
driven in part by the expansion of data centers and artificial intelligence infrastructure.
This demand growth is contributing to expectations of higher forward power
prices and increasing the relative value of generation capacity that can be
delivered in the near term. Market participants are increasingly focused on
projects that can be brought online within the current incentive framework and
cost environment, as these projects may benefit from both existing tax
incentives and favorable forward pricing conditions.
These dynamics have resulted in a concentration of activity
around projects that are capable of achieving near-term commercial operation
while maintaining eligibility for applicable incentives. Development-stage
capital is being deployed to support this accelerated timeline, often in
structures that allow for participation in project-level equity as development
milestones are achieved. The Company believes this reflects a broader industry
shift toward time-sensitive project execution, with a focus on securing and
advancing assets that can be delivered within the current incentive window.
The Company's investment strategy is aligned with these
market conditions, emphasizing the identification and advancement of projects
that are positioned to meet applicable incentive requirements and respond to
increasing demand for electricity. As the market continues to evolve, the
Company expects that projects capable of achieving near-term commercial
operation within the current regulatory and economic framework will represent a
significant portion of investable opportunities.
The Company intends to make distributions monthly, to the
extent the General Partner, in its discretion, determines that cash flow is
available for distributions and in a manner consistent with the Authorizing
Resolutions. Below are the activities of the Company that generate the cash
flow which could be used to fund distributions:
Page 25
·
Net income received from the Projects;
·
Interest payments received from the Borrowers;
·
Interest payments received from Company Investments;
·
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; and
·
Liquidated Damages from Construction Agreements;
o
Penalties paid by "EPC" Contractors when Projects are
delivered behind schedule;
o
Liquidated Damages are not booked as revenue but are considered
distributable cash flow.
Provided
we have distributable cash flow, the General Partner may authorize and declare
distributions after retaining any amounts it determines are appropriate for
reserves, anticipated expenses, debt service, capital needs, redemptions or
other purposes.
To the extent the Company has
distributable cash flow but has no current or accumulated profit, such
distributions are considered a return of capital for U.S. federal income tax
purposes to the extent that the distributions do not exceed the adjusted tax
basis of the U.S. Holder's Class A Investor Shares and reported to Investors on
a Form 1099-B. To the extent the Company makes distributions from profits, such
distributions will be classified as dividends and reported to Investors on a
Form 1099-DIV.
Please note that in some cases,
Investors have cancelled their purchase of Shares after distributions were
made. In that case, the distribution allocated to that Investor is returned to
the Company and the bookkeeping is updated to reflect the change in cash
distributed. Thus, all figures below are subject to change.
Below is a table depicting the
distributions made from the Company since inception. The table is based on
historical distributions paid to holders of Class A Investor Shares, which the
Company believes is illustrative for holders of Reg D Investor Shares because
the Class A Investor Shares and the Reg D Investor Shares are pari passu with
respect to distributions.
Page 26
|
Distribution Date
|
Distributable Cash Flow
|
Limited Partners Distributions
|
Cash on Cash Yield*
|
|
10/29/21
|
1,863.54
|
1,863.54
|
0.19%
|
|
11/30/21
|
2,069.77
|
2,069.77
|
0.20%
|
|
12/24/21
|
1,672.23
|
1,672.23
|
0.16%
|
|
2021 Total
|
$5,605.54
|
$5,605.54
|
0.54%
|
|
1/26/22
|
3,341.03
|
3,341.03
|
0.31%
|
|
2/24/22
|
928.47
|
921.29
|
0.08%
|
|
3/29/22
|
1,520.21
|
1,520.21
|
0.14%
|
|
4/29/22
|
257.37
|
257.37
|
0.02%
|
|
5/31/22
|
1,522.02
|
1,522.02
|
0.14%
|
|
6/30/22
|
6,805.81
|
6,713.42
|
0.60%
|
|
7/29/22
|
10,186.42
|
10,186.42
|
0.91%
|
|
8/27/22
|
10,369.88
|
10,215.61
|
0.91%
|
|
9/27/22
|
9,030.53
|
9,030.53
|
0.80%
|
|
10/27/22
|
7,087.15
|
7,087.15
|
0.58%
|
|
11/29/22
|
7,397.12
|
7,397.12
|
0.57%
|
|
12/28/22
|
6,292.48
|
6,292.48
|
0.45%
|
|
2022 Total
|
$64,738.49
|
$64,484.65
|
5.50%
|
|
1/27/23
|
7,474.82
|
7,474.82
|
0.49%
|
|
2/27/23
|
6,450.12
|
6,323.25
|
0.36%
|
|
3/27/23
|
7,627.85
|
7,485.06
|
0.40%
|
|
4/27/23
|
7,223.89
|
7,099.88
|
0.36%
|
|
5/30/23
|
9,128.07
|
8,970.14
|
0.42%
|
|
6/26/23
|
9,982.82
|
9,803.92
|
0.43%
|
|
7/25/23
|
9,449.19
|
9,292.45
|
0.39%
|
|
8/28/23
|
10,054.19
|
9,892.76
|
0.39%
|
|
9/27/23
|
10,556.69
|
10,413.87
|
0.40%
|
|
10/27/23
|
13,420.03
|
13,218.04
|
0.47%
|
|
11/24/23
|
13,954.97
|
13,744.48
|
0.47%
|
|
12/26/23
|
17,437.31
|
17,185.33
|
0.57%
|
|
2023 Total
|
$122,759.95
|
$120,904.00
|
5.15%
|
|
1/26/24
|
17,008.87
|
16,756.95
|
0.54%
|
|
2/27/24
|
9,862.79
|
9,731.30
|
0.30%
|
|
3/26/24
|
18,687.60
|
18,333.96
|
0.54%
|
|
4/26/24
|
19,576.96
|
19,504.82
|
0.55%
|
|
5/24/24
|
26,630.43
|
26,630.49
|
0.74%
|
|
6/27/24
|
33,046.72
|
33,046.85
|
0.89%
|
|
7/26/24
|
19,054.09
|
18,903.30
|
0.49%
|
|
8/27/24
|
14,539.37
|
14,275.53
|
0.36%
|
|
9/27/24
|
12,513.60
|
12,333.64
|
0.30%
|
|
10/28/24
|
13,046.24
|
13,011.78
|
0.30%
|
|
11/26/24
|
10,094.10
|
10,067.31
|
0.22%
|
|
12/24/24
|
24,040.83
|
24,032.60
|
0.50%
|
|
2024 Total
|
$218,101.60
|
$216,628.53
|
5.73%
|
|
1/24/25
|
9,582.66
|
9,582.66
|
0.19%
|
|
2/25/25
|
16,403.66
|
16,403.66
|
0.31%
|
|
3/27/25
|
20,550.00
|
20,550.00
|
0.38%
|
|
4/24/25
|
37,728.94
|
37,728.94
|
0.68%
|
|
5/23/25
|
30,714.61
|
30,714.61
|
0.52%
|
|
6/23/25
|
29,611.30
|
29,611.30
|
0.49%
|
|
7/29/25
|
31,340.70
|
31,340.70
|
0.50%
|
|
8/26/25
|
50,581.03
|
50,581.03
|
0.80%
|
|
9/26/25
|
35,308.51
|
35,308.51
|
0.54%
|
|
10/24/25
|
52,000.00
|
52,000.00
|
0.77%
|
|
11/26/25
|
54,272.78
|
54,272.78
|
0.77%
|
|
12/24/25
|
35,718.64
|
35,718.64
|
0.50%
|
|
2025 Total
|
$403,812.83
|
$403,812.83
|
6.43%
|
|
1/27/26
|
45,324.71
|
45,324.71
|
0.58%
|
|
2/26/26
|
36,479.99
|
36,479.99
|
0.43%
|
|
3/30/26
|
36,809.15
|
36,809.15
|
0.43%
|
|
4/28/26
|
42,445.91
|
42,445.91
|
0.48%
|
|
2026 Total
|
$161,059.76
|
$161,059.76
|
1.92%
|
|
TOTAL
|
$976,078.17
|
$972,495.31
|
25.29%
|
*Note: Monthly cash-on-cash yield is
calculated by dividing the distribution amount by the portfolio's NAV (see
Price of Class A Investor Shares) at the time the distribution is issued.
Year-end cash-on-cash yields are calculated by summing all monthly cash-on-cash
yields for the respective year.
Page 27
The Company's operating results for the year ended
December 31, 2025 reflect growth in its portfolio of operating Projects
compared to 2024. Revenue increased due to a full year of operations from
Projects that commenced generation in 2024 and the addition of the Sandlot
Project in 2025. Operating expenses increased in line with the expansion of the
Company's portfolio, including higher costs associated with operations,
maintenance, and depreciation. Depreciation expense increased in 2025 due to
both a larger asset base and a change in the estimated useful life of renewable
energy assets from 30 years to 20 years. As a result, the Company reported
higher operating income and net income compared to 2024.
Operating Results for Fiscal Years ended December 31,
2025 and 2024
As of December 31, 2025 and 2024, the Company had total
assets of $7,174,149 and $5,026,086, respectively, consisting of cash and cash
equivalents of $1,970,251 and $916,638, property and equipment, net of
depreciation, of $4,007,652 and $3,767,390, other current assets of $124,377
and $70,200, and non-current assets of $1,071,869 and $271,858, respectively.
Total liabilities and partners'/members' equity were $7,174,149 and $5,026,086,
respectively. Liabilities totaled $582,472 and $517,090, respectively, and
equity owned by Investors totaled $6,591,677 and $4,508,996, respectively.
For the fiscal years ended December 31, 2025 and 2024, the
Company generated revenue of $641,029 and $329,680, respectively. The increase
was primarily attributable to a full year of operations from the Fresno Airport
Project and revenue from the Sandlot Project acquired in 2025.
Total operating expenses were $607,708 and $315,129 for the
years ended December 31, 2025 and 2024, respectively, consisting of general and
administrative expenses of $138,593 and $77,221 and project-level operating
expenses of $469,115 and $237,908, respectively. The increase in operating
expenses reflects the expansion of the Company's operating portfolio and higher
depreciation expense in 2025.
For the fiscal year ended December 31, 2025, the Company
reported operating income of $33,321, compared to $14,551 in 2024. Total other
income/(expense) in 2025 was $110,882, compared to $27,889 in 2024. As a
result, the Company reported net income of $144,203 for 2025, compared to
$42,440 for 2024.
The Company might borrow money to invest in Projects,
depending on the circumstances at the time. If the Company needs to move
quickly on a Project and has not yet raised enough capital through the
Offering, it might make up the shortfall through borrowing. The General Partner
will make this decision on an as-needed basis. As of the date of this Offering
Circular neither the Company nor the Projects currently have any loans.
We are dependent upon the net proceeds from the Offering to
conduct our proposed investments. We will obtain the capital required to
purchase new Projects, issue new Loans and conduct our operations from the
proceeds of the Offering and any future offerings we may conduct, from secured
or unsecured financings from banks and other lenders, from short term advances
from the General Partner and from undistributed funds from our operations. As
of December 31, 2025, the Company had $1,970,251 of cash on hand and
equivalents, which will be used for acquisition of new projects or loans.
The compensation described in this section was calculated
using the accrual method in accordance with U.S. GAAP.
Page 28
The Company itself has no officers or employees. The
individuals listed below are the Managing Partners, Executive Officers, and
Significant Employees of Energea Global, the General Partner of the Company.
|
Name
|
Position with General Partner
|
Age
|
Term of Office
|
Approximate Hours Per Week If Not Full Time (1)
|
|
Executive Officers
|
|
|
|
|
|
Mike Silvestrini
|
Managing Partner
|
46
|
01/01/2017 - Present
|
Full Time
|
|
Chris Sattler
|
Managing Partner
|
46
|
01/01/2017 - Present
|
Full Time
|
|
Gray Reinhard
|
Managing Partner, CTO
|
42
|
01/01/2020 - Present
|
Full Time
|
|
Isabella Mendonça
|
Managing Partner, General
Counsel
|
35
|
10/02/2020 - Present
|
Full Time
|
|
|
|
|
|
|
|
Significant Employees
|
|
|
|
|
|
Arthur Issa
|
Financial Analyst
|
32
|
05/23/2018 - Present
|
Full Time
|
|
Paulo Vieira
|
Director of O&M
|
39
|
01/29/2024 - Present
|
Full Time
|
|
Francielle Assis
|
HR & HSEC Legal Coordinator
|
33
|
07/24/2023 - Present
|
Full Time
|
|
Marta Coelho
|
Controller, Global
|
54
|
12/07/2018 - Present
|
Full Time
|
|
Dave Rutty
|
Project Analyst
|
37
|
06/13/2022 - Present
|
Full Time
|
|
Julio Cezar dos
Santos de Morais
|
Electrical Engineer
|
35
|
09/25/2023 - Present
|
Full Time
|
|
Juan Carvajales
|
Loan Analyst
|
53
|
08/01/2023 - Present
|
Full Time
|
(1) The above
listed employees do not record specific hours to each Company managed by
Energea Global. Rather, the employees focus their full-time and energy to each
Project, portfolio, or process as needed. The General Partner cannot estimate
number of hours per week spent managing this or any particular Company as the
employees are salaried. The work required to manage the Company and other
companies managed by Energea Global changes from time to time depending on the
number and frequency of Projects resulting from the amount they raise in each
Offering. As the companies grow, dedicated staff are brought in to exclusively
manage a specific company. As of December 31, 2025, there are no staff members
exclusively dedicated to the Company and it is managed by the General Partner's
executive team and certain significant employees.
Marta Coelho, the General Partner's Controller, is the
sister-in-law of Mike Silvestrini, the Managing Partner. There are no other
family relationships among the executive officers and significant employees of
the General Partner.
Energea Global, the General Partner of the Company, is
majority owned by Mike Silvestrini, a resident of Chester, Connecticut.
Mike Silvestrini
Mike is an accomplished professional with over 15 years of
experience in the solar energy industry. He has played an executive key role in
the development of over 500 solar projects across the United States, Brazil,
and Africa while being directly responsible for nearly one billion of combined
solar project finance.
Page 29
Since 2017, Mike has been the Co-Founder & Managing
Partner at Energea Global LLC. In his capacity as Co-Founder & Managing
Partner of the General Partner, Mike directs the Investment Committee which
determines the investment strategy for all funds managed by the business. To
date, Energea Global manages four funds formed to acquire and operate solar
power projects: the Company, Energea Portfolio 2 LP, Energea Portfolio 3 Africa
LP and Energea Portfolio 5 LATAM LP. See Other Solar Energy Funds below
for the status each fund's offerings.
Since 2015, Mike has served as a Board Member of the Big
Life Foundation, an organization dedicated to preserving over 1.6 million acres
of wilderness in East Africa. Through community partnerships and conservation
initiatives, Big Life protects the region's biodiversity and promotes
sustainable practices.
From 2008 to 2017, Mike co-founded and served as the CEO of
Greenskies Renewable Energy LLC, a leading provider of turnkey solar energy
services. His expertise contributed to the development, financing, design,
construction, and maintenance of solar projects across the United States.
Notably, he was involved in solar installations on Target Corporation stores
and distribution centers, Wal-Marts and Sam's Clubs, Amazon distribution
centers, capped municipal landfills, and many schools and universities.
Mike's track record in renewable energy, his involvement in
hundreds of solar projects worldwide, and his dedication to environmental
sustainability position him as a driving force in managing investments in solar
generating assets.
Chris Sattler
Chris is a seasoned energy entrepreneur with a proven track
record in building and scaling companies in the renewable and retail energy
sectors. Most recently, he served as Chief Executive Officer of IVI Energia, a
joint venture between Energea Global and Brookfield Asset Management. Over his
18-month tenure, he led the company from inception to a $280 million valuation
before returning to his role at Energea Global.
Earlier in his career, Chris co-founded North American Power
and served as Chief Operating Officer. Under his leadership, the company
expanded into more than 35 utility markets across the U.S., serving over one
million residential and small commercial customers. In 2017, the company was
acquired by Calpine Corporation with annual gross sales exceeding $850 million.
Chris holds a Bachelor's degree in Real Estate and Urban
Economics from the University of Connecticut School of Business and is an
alumnus of Harvard Business School's Program for Leadership Development. He
currently resides in Rio de Janeiro.
Gray Reinhard
Gray is an experienced software engineer specializing in
business intelligence tools across multiple industries. Early in Gray's career,
he worked primarily in E-Commerce where he built and supported sites for over
20 brands including several Fortune 500 companies. From there, Gray moved into
renewable energy where he developed the project management software for the
country's largest commercial solar installer, Greenskies. This custom platform
managed everything from sales and financing to the construction, maintenance,
and performance monitoring of over 400 solar projects owned by the company.
Prior to joining Energea Global in January 2020, Gray served
as the CTO of Dwell Optimal Inc. which assists businesses providing employees
with travel accommodations.
Gray studied at Princeton University.
Isabella Mendonça
Isabella is a corporate lawyer with experience in
cross-border M&A transactions and the drafting and negotiation of highly
complex contracts and corporate acts in different sectors, such as energy, oil
& gas and infrastructure. Isabella has previously worked as an attorney for
Deloitte and Mayer Brown in Brazil, where she was an associate in the Energy
group, working in regulatory, contractual and corporate matters related to
renewable energy project development.
Page 30
From 2016 until she joined Energea Global, Isabella was an
associate in the corporate and securities practice at Mayer Brown in the Rio de
Janeiro office.
Isabella studied law at Fundacão Getulio Vargas, in Brazil
and has a master's degree (LLM) from the University of Chicago.
Arthur Issa
Arthur Issa was one of the first employees at Energea
Global, starting in May, 2018. Over the course of his time with the business,
Arthur has participated in the successful closing of more than 100 MW of solar
projects and developed the financial models that support more than $300mm of
AUM. Arthur is responsible for financial modeling of all Projects and Loans at
Energea Global. He also supports the company's corporate financial planning
through detailed financial modelling, reporting and cash flow management. As an
integral part of the team, he provides the tools necessary for management to
make investment decisions for Energea Global and the Company. Arthur has a B.S.
in Production Engineering from University Candido Mendes in Rio de Janeiro,
Brazil.
Paulo Vieira
Paulo is an accomplished electrical engineer with a master's
degree in Energy Resources Engineering and over 5 years of leadership
experience in the renewable energy sector. He currently serves as the Global
O&M Manager at Energea Global, where he oversees operations and maintenance
across a global portfolio of photovoltaic assets spanning the USA, Brazil, and
South Africa. Paulo is a member of Energea Global's Investment Committee.
Specializing in solar energy systems, Paulo has led the
operations of more than 2.2 GW of solar projects. His expertise includes
O&M strategy development, performance optimization, technical team
leadership, and cost control initiatives aimed at improving operational KPIs
and financial performance. His professional journey includes strategic roles at
Recurrent Energy, Enel Green Power, COMERC Energia, Solarig, and AKTOR SA,
where he managed large-scale solar assets and drove operational excellence through
data-driven decision-making and cross-functional coordination.
Paulo also brings a strong academic foundation, with a
postgraduate specialization in Photovoltaic Solar Systems and international
experience through Brazil's Scientific Mobility Program in the U.S., where he
studied at The University of Texas at El Paso. He is deeply committed to
advancing clean energy and delivering high-impact, data-driven solutions in the
solar power sector.
Francielle Assis
Francielle has over five years of professional legal
experience with a focus on labor and corporate law within large-scale corporate
environments. Since September 2024, she has served as HR & HSEC Legal
Coordinator at Energea Global. In that capacity, she ensures compliance with
labor laws and regulations for all corporate Human Resources and oversees the
company's Health, Safety, Environment and Community ("HSEC") compliance
and risk mitigation. Her responsibilities include managing labor litigation,
advising on employment law matters, and coordinating with regulatory agencies
and external legal counsel. She also attends site visits for each Project to
opine on the community and security risk prior to investment and sits on
Energea Global's Investment Committee.
Prior to joining Energea Global, Francielle was a Senior
Strategic Labor Attorney at CPFL Energia, one of Brazil's largest energy
companies. There, she led complex employment litigation strategies and advised
on collective labor issues. She also served as Labor Attorney at CPFL,
supporting operational and strategic labor matters across the company's various
business units.
Page 31
Earlier in her career, Francielle worked in both private law
firms and governmental institutions, handling labor and civil litigation. Her
experience includes managing procedural strategies and representing corporate
clients in both individual and collective labor disputes, demonstrating a high
level of legal and operational competence.
Marta Coelho
Since its inception in 2018, Marta Coelho has served as the
Controller at Energea Global, bringing with her a wealth of experience and
expertise in finance and accounting. As the global Controller, Marta plays a
crucial role in managing all financial aspects, including account management,
taxation, and audits, for Energea Global's diverse range of operating entities
and projects across Africa, Brazil, and the USA. Marta leads a team of
subordinate controllers and accountants at Energea Global and coordinates with
a bench of third-party accounting firms across our jurisdictions of operation.
Dave Rutty
Dave is a highly experienced solar professional with over 12
years of hands-on experience building, maintaining, and managing solar
projects. As a Project Analyst at Energea Global, he plays a pivotal role in
overseeing construction and maintenance operations across all markets, ensuring
projects are executed with precision, safety, and technical excellence. Dave is
responsible for preparing Investment Committee memos across Energea Global's
multidisciplinary team of experts to ensure all investments meet the company's
stringent compliance requirements.
From 2020 to 2022, Dave served as a Managing Partner at
SRES, a solar contracting company based in the northeastern U.S. Prior to that,
Dave was served as the Vice President of Operations and Maintenance at
Greenskies Renewable Energy LLC.
Julio Cezar dos Santos de Morais
Julio is an experienced electrical engineer specializing in
photovoltaic systems, currently serving as an Electrical Engineer at Energea
Global since October 2023. He oversees project design, field and factory
inspections, and engineering analysis for distributed generation systems. His
technical expertise includes tools such as PVSyst, AutoCAD, and protection
design for medium-voltage applications.
Over the past nine years, Julio has held engineering roles
at CPFL Renováveis, Deode Energia, MEPEN Energia, and others, where he managed
solar projects exceeding 100 MW of combined solar power generation capacity.
Julio led technical teams and performed system simulations and commissioning.
He holds both bachelor's and master's degrees in Electrical Engineering from
the Federal University of Technology - Paraná (UTFPR), with academic research
published in the field of power electronics.
Juan Carvajales
Juan is a seasoned business development professional with
over 15 years of experience in the renewable energy sector across U.S. and
Latin American markets. Since August 2023, he has worked as a Loan Analyst at
Energea Global, where he supports investment strategies and portfolio
architecture, leveraging his background in project development, financing, and
cross-border renewable energy transactions to identify private credit
opportunities.
Before joining Energea Global, Juan held key leadership
roles including Director of Business Development at GeneraSol (2007-2023) and
Board Member at SUA Power Company (2021-2023), where he focused on structuring
and executing solar PV and off-grid energy projects. He has also led
utility-scale solar development at Grupo BAZ and has a foundational background
in project and operations management. Juan holds a BBA from Politécnico Costa
Atlántica and additional certifications in solar energy and environmental
science.
Page 32
Within the last five years, no Director, Executive Officer,
or Significant Employee of the Company has been convicted of, or pleaded guilty
or no contest to, any criminal matter, excluding traffic violations and other
minor offenses.
Within the last five years, no Director, Executive Officer,
or Significant Employee of the Company, no partnership of which an Executive
Officer or Significant Employee was a general partner, and no corporation or
other business association of which an Executive Officer or Significant
Employee was an executive officer, has been a debtor in bankruptcy or any
similar proceedings.
Energea Global, the General Partner of the Company, is also
the general partner of three other funds formed to acquire and operate solar
power projects, each of which is conducting an offering under Regulation A:
·
Energea Portfolio 2 LP ("Portfolio 2"), which was formed
to acquire and operate projects located in the Brazil.
·
Energea Portfolio 3 Africa LP ("Portfolio 3"), which was
formed to acquire and operate projects located in Africa.
The status of each of the Company's, Portfolio 2's,
Portfolio 3's and Portfolio 5's current and prior offerings, as of December 31,
2025, is below:
*Gross of stock issuance costs
**Start-up costs funded by the General Partner
Our General
Partner is compensated when the Company pays the fees described in the table
below (collectively referred to as "Fees"):
Page 33
|
Type of Fee
|
Timing of Fee
|
Description
|
|
Management Fees
|
Ongoing
|
The General Partner will charge
the Company a management fee at an annualized rate of 1.5%, calculated and
paid monthly. The fee will be calculated based on the Company's prior
month-end NAV, gross of Management Fees and Carried Interest (see Price of
Class A Investor Shares).
|
|
Carried Interest
|
Annually
|
The General Partner will be entitled to a 15.0% annual
performance allocation based on the Company's Total Annual Return, subject to
a 7.0% annual Preferred Return, a 100% catch-up, and a high-water mark / loss
carryforward (see Calculating Carried Interest).
|
|
Origination Fees
|
When Projects and Loans are originated
|
The General Partner might
originate and develop Projects and Loans that are acquired by the Company. If
so, the General Partner shall be entitled to compensation that is no greater
than 5.0% of the Project's cost or the Loan's amount.
|
|
O&M and Credit
Management Services ("Ancillary Services")
|
Ongoing as services are
rendered according to contract
|
Energea Brazil provides O&M and Credit Management
services to some of the Projects owned by the Company. After an extensive
search to identify third parties to provide these services, the General
Partner concluded that the nascent solar market in Brazil lacked
cost-effective and experienced options for these tasks. Energea Brazil, on
the other hand, agreed to provide these services at prices that were lower
than those offered through the competitive search process and has extensive
experience providing these services to hundreds of projects across multiple
global markets.
|
|
Interest on Loans
|
Whenever due and payable
|
The General Partner might lend
to the Company to fund the acquisition or investment in Projects and Loans 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.
|
·
"Base NAV" means the Company's Net Asset Value ("NAV")
on the first day of a calendar month.
·
"Net Contributions" means, for any calendar month, capital
contributions, subscriptions or share issuances during such calendar month, net
of redemptions, repurchases or other capital withdrawals.
·
"Total Monthly Return" means, for any calendar month, the
sum of (i) distributions paid to Investors, plus (ii) the change in Base NAV
compared to the previous month, minus (iii) Net Contributions.
·
"Total Annual Return" is the sum of the twelve consecutive
Total Monthly Return amounts for the Calendar Year.
·
"Preferred Return Rate" means a 0.583% per month (7.0%
per annum).
·
"Monthly Preferred Return Amount" is the Preferred
Return Rate multiplied by the Base NAV.
·
"Annual Preferred Return Amount" is the sum of the
twelve consecutive Monthly Preferred Return Amounts for the Calendar Year.
Page 34
During the first quarter of each Calendar Year, the General
Partner will calculate the Total Annual Return for the previous Calendar Year. To
the extent the Total Annual Return exceeds the Annual Preferred Return Amount,
such excess shall be allocated first, 100% to the General Partner until the
General Partner has received the amount necessary to produce the 15% Carried
Interest for such Calendar Year, and thereafter 85% to Investors and 15% to the
General Partner.
If the Total Annual Return is less than the Annual Preferred
Return Amount, the shortfall will be carried forward through a high-water
mark/loss carryforward mechanism and must be recovered before Carried Interest
may be earned in a future Calendar Year.
While calculated and accrued on a monthly basis, Carried
Interest will only crystallize at the end of each Calendar Year.
Deferment of Fees
While the General Partner is not entitled to any
compensation other than the Fees as described above, it may defer some or all
of Fees at any time based on the General Partner's assessment of the cash flow
at the Company. Some Fees may be deferred indefinitely at the discretion of the
General Partner. To date, the General Partner has provided services without
charging the full amount owed by the Company. As the Company and its cash flow
stabilize, the General Partner may charge for deferred Fees ("Deferred Fees")
- see Fees Paid to General Partner for more information.
Fees Paid to General Partner
Below is a table which calculates the total amounts paid to
the General Partner from all possible fees, which have been paid as of December
31, 2025:
|
Fee Type
|
Fees Paid to General Partner in 2025
|
Fees Paid Since Inception (including 2025)
|
|
Management Fee
|
$71,576.30
|
$146,567.81
|
|
Carried Interest
|
$0.00
|
$3,512.93
|
|
Origination Fees
|
$26,272.00
|
$193,052.36
|
|
Ancillary Services
|
$0
|
$0.00
|
|
Interest on Loans
|
$0.00
|
$0.00
|
|
TOTAL
|
$97,848.30
|
$343,133.10
|
The General Partner and its affiliates might purchase Class
A Investor Shares. If so, they will be entitled to the same distributions as
other Investors holding such type of shares. If such investment is made to
facilitate the Company's acquisition of or investment in Projects before there
are sufficient proceeds from this Offering, the General Partner will be
entitled to redeem its Class A Investor Shares from additional Offering
proceeds as they are raised. As of December 31, 2025, the General Partner purchased
and owned 0 Class A Investor Shares which was 0.0000% of all outstanding shares
as of that date.
The individuals named below, as well as other employees of
the General Partner may own Class A Investor Shares that they purchased
privately through the Platform in the same manner as any Investor.
The following table sets forth the approximate beneficial
ownership of our Class A Investor Shares as of December 31, 2025, for each
person or group that holds more than 10.0% of our Class A Investor Shares, and
for each director and executive officer of our General Partner and for the
directors and executive officers of our General Partner as a group.
Page 35
|
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
|
0
|
N/A
|
0.0000%
|
|
Michael Silvestrini
|
1,794(3)
|
N/A
|
0.0268%
|
|
Christopher Sattler
|
97(3)
|
N/A
|
0.0015%
|
|
Gray Reinhard
|
747
|
N/A
|
0.0112%
|
|
All directors and executive
officers of our General Partner as a group (3 persons)
|
2,638
|
N/A
|
0.0395%
|
(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 shareholder, hold 41.10% and 32.10% of the shares of Energea Global
LLC, respectively. (As of December 31, 2025)
The Company might enter into other transactions with related
parties. If so, any compensation paid by the Company to the related party shall
be (i) fair to the Company, and (ii) consistent with the compensation that
would be paid to an unrelated party.
By "related party" we mean:
·
The General Partner or a subsidiary of the General Partner;
·
Any director, executive officer, or significant employee of the
Company or the General Partner;
·
Any person who has been nominated as a director of the Company or
the General Partner;
·
Any person who owns more than 10% of the voting power of the
Company or the General Partner; and
·
An immediate family member of any of the foregoing.
As of the date of this Offering Circular, the Company has
entered into transactions with related parties in one circumstance:
·
Credit Advance: The Company entered into several credit
advances from the General Partner 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 Company has not, and does not intend to, enter into any
related party transaction with the General Partner or its subsidiaries or any
other related party other than those transactions described above in Compensation
of General Partner. As discussed above, the Company may pay or reimburse
the General Partner for marketing expenses, management fees, Carried Interest,
Ancillary Services and interest on loans. There are no other expenses, nor will
there be other expenses in the future, where the Company pays a related party
other than the Fees.
Page 36
The Company is offering up to $50,000,000 of Class A
Investor Shares. All of the rights and obligations associated with the Class A
Investor Shares are set forth in:
·
The LP Agreement, which can be found here;
and
·
The Authorizing Resolution, which can be found here.
The price of Class A Investor Shares is equal to the NAV,
divided by the number of outstanding shares, divided by 0.95 (to accommodate
marketing costs necessary for Class Reg A Investors to discover the investment
opportunity, see below).
The NAV is the Net Present Value ("NPV") of the
Estimated Net Operating Income ("Estimated NOI") of the Company. The
Estimated NOI calculation is the General Partner's estimation of future cash
flow from Projects, Loans and Company Investments minus operating expenses at
both the Project and Company levels.
To estimate cash flow from Projects, we estimate monthly
energy produced by each Project using predictive software called PVsyst. To
estimate monthly revenue for each Project, the energy rate described in the Power
Purchase Agreement ("Energy Rate") is multiplied by projected
kilowatt-hours ("kWh") throughout the term of the Power Purchase
Agreements. We then deduct the expected Project Operating Expenses to determine
the cash available for distribution to the Company from the Projects. We also
include anticipated interest payments from Loans and anticipated returns from
Company Investments, if any.
The Company calculates the NPV of Estimated NOI using a
discount rate determined by the Finance Committee of the General Partner (the "Discount
Rate"). As of the date of this Offering, the Discount Rate is 7.0% per
annum. The Discount Rate is subject to periodic review based on market
conditions, interest rates, country risk, asset risk, financing conditions,
portfolio composition and other factors deemed relevant. The Discount Rate is a
valuation input only and is not a guaranteed return, promised yield, or target
investor return.
Class A Investor Shares and Reg D Investor Shares each
differ by the cost paid to third parties for discovering the investment
opportunity. While Reg D Investors may pay a broker dealers of registered
investment advisors, Class A Investors generally discover the Company through
paid marketing channels such as digital marketing, podcast advertising,
promotional events, etc.
When a Reg D Investor pays a broker dealer, for example, he,
she or it pays the broker dealer directly as opposed to being charged to the
Company. Only Class A Investors, who rely on broad marketing and communications
to discover the Company, pay for such communications as a Company expense.
By dividing the baseline share price by 0.95, we assume
marketing expenses of the Company at 5% of total sold Class A Investments.
Spending more than 5% on marketing would unintentionally burden other classes
of shares with Class A discovery costs. Thus, the Company caps marketing
expenses at 5% of all Class A Investments.
Investors will have no right to vote or otherwise
participate in the management of the Company. Instead, the Company will be
managed by the General Partner exclusively.
Page 37
The Company is governed by a
Limited Partnership Agreement dated June 10, 2025 (the "LP Agreement").
A copy of the LP Agreement can be found here.
The Class A Investor Shares being offered were created by the General Partner
under an Authorizing Resolution pursuant to Section 3.01 of the LP Agreement. A
copy of the Authorizing Resolution can be found here.
The LP Agreement establishes Energea Global LLC, a Delaware
limited liability company, as the General Partner.
The following summarizes some of the key provisions of the
LP Agreement and the Authorizing Resolution. This summary is qualified in its
entirety by the LP Agreement itself, a copy of which can be found here,
and by the Authorizing Resolution itself, a copy of which can be found here.
The Company was formed in Delaware on March 11, 2021,
pursuant to the Delaware Limited Liability Company Act. On June 10, 2025, the
Company converted from a Delaware limited liability company to a Delaware
limited partnership, pursuant to the Delaware Revised Uniform Partnership Act.
Under the LP Agreement, ownership interests in
the Company are referred to as a "Share", while the owners, are referred
to as "Limited Partners".
The General Partner adopted the Authorizing Resolution to
create the Class A Investor Shares. Any Investor who buys Class A Investor
Shares in the Offering will be a Limited Partner under the LP Agreement.
The interests in the Company are denominated by 2,501,000,000
Shares. 2,000,000,000 of these Shares are designated as either Class B Shares,
Class C Shares, Class D Shares or Class I Shares, with the exact amount of each
such class being determined by the General Partner. In accordance with the LP
Agreement, the General Partner may reclassify any unsold existing class of
Investor Shares into one or more classes, by adopting one or more authorizing
resolutions.
The Class A Investor Shares will, for the most part, be
owned by Investors and are the subject of this Offering. As of December 31,
2025, the General Partner did not own any Class A Investor Shares. By adopting
other authorizing resolutions, the General Partner may create, offer, and sell
other classes of Investor Shares in the future, which could have rights
superior to the rights of the Class A Investor Shares.
The General Partner has complete discretion over all aspects
of the business conducted by the Company. For example, the General Partner may
(i) create classes of Shares with such terms and conditions as the General
Partner may determine in its sole discretion; (ii) issue Shares to any person
for such consideration as the General Partner maybe determine in its sole
discretion, and admit such persons to the Company as Limited Partners; (iii)
engage the services of third parties to perform services on behalf of the
Company; (iv) enter into one or more joint ventures; (v) purchase, lease, sell,
or otherwise dispose of real estate and other assets including Projects or
Loans, in the ordinary course of business or otherwise; (vi) enter into leases
and any other contracts of any kind; (vii) incur indebtedness on behalf of the
Company, whether to banks or other lenders; (viii) determine the amount of the
Company's distributable cash (as described herein), and, subject to any
authorizing resolutions, the timing and amount of distributions to Limited
Partners; (ix) determine the information to be provided to the Limited Partners;
(x) grant mortgages, liens, and other encumbrances on the Company's assets;
(xi) make all elections under the Code and the provisions of State and local
tax laws; (xiii) file a petition in bankruptcy; (xiv) discontinue the business
of the Company; and (xv) dissolve the Company.
Page 38
Investors who purchase Class A Investor Shares will not have
any right to vote on any issue other than certain amendments to the LP
Agreement, or to remove the General Partner.
The General Partner can be removed for "cause" under a
procedure set forth in Section 5.06 of the LP Agreement.
The term "cause" includes:
·
An uncured breach of the LP Agreement by the General Partner; or
·
The bankruptcy of the General Partner; or
·
Certain misconduct on the part of the General Partner, if the
individual responsible for the misconduct is not terminated.
A vote to remove the General Partner for cause must be
approved by Limited Partners owning at least seventy five percent (75%) of the
issued and outstanding Class A Investor Shares and the Reg D Shares, voting
together as a single class (the Class A Investor Shares and the Reg D Shares
being collectively referred to herein as the "Investor Shares"). Whether
"cause" exists would then be decided in arbitration proceedings conducted under
the rules of the American Arbitration Association, rather than in a court
proceeding.
These provisions are binding on every person who acquires
Class A Investor Shares, including those who acquire Class A Investor Shares
from a third party, i.e., not from the Company.
The LP Agreement protects the General
Partner and its employees and affiliates from lawsuits brought by Investors.
For example, it provides that the General Partner will not be liable to the
Company for mistakes, errors in judgment, or other acts or omissions (failures
to act) as long as the act or omission was not the result of the General
Partner's fraud or willful misconduct under the LP Agreement. This limitation
on the liability of the General Partner and other parties is referred to as
"exculpation."
The LP Agreement also requires the Company to indemnify
(reimburse) the General Partner, its affiliates, and certain other parties from
losses, liabilities, and expenses they incur in performing their duties. For
example, if a third party sues the General Partner on a matter related to the
Company's business, the Company would be required to indemnify the General
Partner for any losses or expenses it incurs in connection with the lawsuit,
including attorneys' fees. However, if it is judicially determined that the General
Partner is not entitled to be exculpated under the standard described in the
preceding paragraph by the LP Agreement, the General Partner shall promptly
reimburse the Company for any reimbursed or advanced expenses.
Notwithstanding the foregoing, no exculpation or
indemnification is permitted to the extent such exculpation or indemnification
would be inconsistent with the requirements of federal or state securities laws
or other applicable law.
The detailed rules for exculpation and indemnification are
set forth in section 6.02 of the LP Agreement.
Once an Investor pays for his, her, or its Class A Investor
Shares, the Investor will have no obligation to make further contributions to
the Company (except for the return of distributions under certain circumstances
as required by Sections 17-607 and 17-804 of the Delaware LP Act, as described
in more detail under Liability To Make Additional Contributions below.
Page 39
No Investor will be personally liable for any of the debts
or obligations of the Company.
The manner in which the Company will distribute its
available cash is described in Distributions.
In general, Investors may freely transfer their Class A
Investor Shares. However, if an Investor wants to sell Class A Investor Shares,
the Investor may only offer the Class A Investor Shares to the General Partner
via the Platform. The General Partner generally has a first right of refusal to
purchase Class A Investor Shares pursuant to Article 8 of the LP Agreement. See
Risk Factors-No Market for the Class A Investor Shares; Limits on
Transferability.
If an Investor who is a human being (as opposed to an
Investor that is a legal entity) should die or become incapacitated, the
Investor or his, her or its successors will continue to own the Investor's
Class A Investor Shares.
The Company will pay certain management fees and other fees
to the General Partner, as summarized in Compensation of General Partner.
The General Partner may require an Investor to sell his,
her, or its Class A Investor Shares back to the Company:
·
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 General Partner 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 General Partner determines that the Investor has engaged
in certain misconduct described in the LP Agreement.
If an Investor's Class A Investor Shares are purchased by
the Company as provided above, the price will be equal to 90% of the
then-current share price of such Class A Investor Shares as published on the
Platform.
The purchase price will be paid by wire transfer or other
immediately available funds.
If the General Partner wants to sell the business conducted
by the Company, it may affect the transaction as a sale of the Project owned by
the Company or as a sale of all the Shares in the Company. In the latter case,
Investors will be required to sell their Class A Investor Shares as directed by
the General Partner, receiving the same amount they would have received had the
transaction been structured as a sale of assets.
Page 40
All documents, including all tax-related documents, will be
transmitted by the Company to Investors via email and/or through the Platform.
The General Partner may amend the LP Agreement unilaterally
(that is, without the consent of anyone else) for a variety of purposes,
including to:
·
Cure ambiguities or inconsistencies in the LP 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 a
material adverse effect on Investors.
An amendment that has, or could reasonably be expected to
have a material adverse effect on Investors, requires the consent of the General
Partner and Investors holding a majority of the Class A Investor Shares.
An amendment that would require an Investor to make
additional capital contributions, delete or modify any amendments listed in
Section 11.03 of the LP Agreement or impose personal liability on an Investor
requires the consent of the General Partner and each affected Investor.
Within a reasonable period after the end of each fiscal year
of the Company, the General Partner will provide Investors with (i) a
statement showing in reasonable detail the computation of the amount
distributed, and the manner in which it was distributed (ii) a balance sheet of
the Company, (iii) a statement of income and expenses, and (iv) such additional
information as may be required by law. The financial statements of the Company
need not be audited by an independent certified public accounting firm unless
the General Partner so elects or the law so requires. While the Company
currently maintains audited financial statements, under the LP Agreement, the
Company is not required to maintain audited financial statements unless the
General Partner so elects or the law so requires.
As a "Tier 2" issuer under Regulation A, the Company will
also be required to provide investors with additional information on an ongoing
basis, including annual audited financial statements, annual reports filed on
SEC Form 1-K, semiannual reports filed on SEC Form 1-SA, special financial
reports filed on SEC Form 1-K, and current reports on SEC Form 1-U. If,
however, our Class A Investor Shares are held "of record" by fewer than 300
persons, these reporting obligations could be terminated.
A Member's right to see additional information or inspect
the books and records of the Company is limited by the LP Agreement.
Page 41
Distributions made in liquidation of the Company will be
made in the manner described Distributions, depending on whether the
distributions consist of ordinary operating cash flow or net capital proceeds.
The holders of the Class A Investor Shares will not have
preemptive rights. That means that if the Company decides to issue securities
in the future, the holders of the Class A Investor Shares will not have any
special right to buy those securities.
Once an Investor pays for his, her, or its Class A Investor
Shares, the Investor will have no obligation to make further contributions to
the Company (except for the return of distributions under certain circumstances
as required by Sections 17-607 and 17-804 of the Delaware LP Act).
Under Section 17-607 of the Delaware LP Act, a limited
partnership may not make a distribution to a partner if, after the
distribution, all liabilities of the limited partnership, other than
liabilities to partners on account of their partnership interests and
liabilities for which the recourse of creditors is limited to specific property
of the limited partnership, would exceed the fair value of the assets of the
limited partnership. The Delaware LP Act provides that a partner who receives a
distribution and knew at the time of the distribution that the distribution was
in violation of Section 17-607 of the Delaware LP Act shall be liable to the
limited partnership for the amount of the distribution for three years.
Under Section 17-804 of the Delaware LP Act, a limited
partnership is required to distribute its assets: (i) first to creditors, to
the extent otherwise permitted by law, in satisfaction of the limited
partnership's liabilities other than liabilities for which payment has been
made and distributions to partners and former partners; (ii) unless otherwise
provided in its limited partnership agreement, to partners and former partners
in satisfaction of liability for distributions under the Delaware LP Act; and
(iii) unless otherwise provided in its limited partnership agreement, to
partners first for the return of their contributions and second respecting
their partnership interests, in the portions in which they share in
distributions. The Delaware LP Act provides that a member who receives a
distribution and knew at the time of the distribution that the distribution was
in violation of Section 17-804 of the Delaware LP Act shall be liable to the
limited partnership for the amount of the distribution for three years.
In some situations, the General Partner might be required by
law to withhold taxes and/or other amounts from distributions made to
Investors. The amount we withhold will still be treated as part of the
distribution. For example, if we distribute $100 to an Investor and are
required to withhold $10 in taxes, for our purposes the Investor will be
treated as having received a distribution of $100 even though only $90 was
deposited in the Investor's bank account.
At this time, all Investors are U.S. persons for all federal
tax purposes. To the extent at any point in the future any Investors may be non
U.S. persons, the distributions to Investors may be subject to additional tax
withholding and other reporting requirements.
The Company can only distribute as much cash flow as the
Company has available for distributions (see Distributions). There is no
guarantee that the Projects will generate enough cash flow, after paying
expenses, to distribute enough to pay a positive return to Investors or even to
return all their invested capital.
Page 42
Investors should note that the General Partner may, in its
sole discretion, amend, suspend, or terminate the Redemption Plan at any time
without prior notice for any reason, and the General Partner reserves the right
to reject any Redemption Request at any time for any reason.
Our Class A Investor Shares are currently not listed on a
national securities exchange or included for quotation on a national securities
market, and currently there is no intention to list our Class A Investor
Shares. While Investors should view an investment in the Company as long-term,
we are adopting a redemption plan ("Redemption Plan") whereby an Investor
has the opportunity to obtain liquidity.
At any time after sixty (60) days following the purchase of
Class A Investor Shares, an Investor may request redemption of their Class A
Investor Shares in accordance with the Company's Redemption Plan as set forth
herein.
In order to submit a redemption request ("Redemption
Request") Investors must (1) submit a time-stamped request via the
Platform, (2) have no more than one outstanding request at any given time, and
(3) request that the Company redeem no more than $50,000 worth of Class A
Investor Shares per request. In addition, the Redemption Plan is subject to
certain liquidity limitations, which may fluctuate depending on the liquidity
of the Company. We reserve the right to reject any Redemption Request at any
time to protect our operations and our non-redeemed Investors, to prevent an
undue burden on our liquidity, or for any other reason, including, what we deem
to be a pattern of excessive, abusive or short-term trading.
As calculated below, the redemption price ("Redemption
Price") may be reduced by a discount based on the time of the Redemption
Request, rounded down to the nearest cent. The Redemption Price will be equal
to (i) the current price of the Class A Investor Shares in effect at the time
the Redemption Request is made, reduced by (ii) the aggregate sum of
distributions, if any, with record dates during the period between the
Redemption Request date and the redemption date. The current price of the Class
A Investor Shares is published on the Platform, and Investors will be informed
of the estimated Redemption Price at the time a Redemption Request is submitted,
subject to the adjustment for distributions described above.
Based on the time when an Investor submits a Redemption
Request, the Redemption Prices are set forth below:
|
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.
Investors may withdraw their Redemption Request at
any time before the redemption is paid. If we agree to honor a Redemption
Request, such Redemption Request will be paid within 90 days.
In light of the SEC's current guidance on redemption plans,
we generally intend to limit redemptions in any calendar quarter to Class A
Investor Shares whose aggregate value is 5.00% of the NAV of all of our
outstanding Class A Investor Shares on the last business day of the preceding
quarter, with excess capacity carried over to later calendar quarters in that Calendar
Year, up to a maximum of 20.00% of the NAV of all of our Class A Investor
Shares outstanding during any Calendar Year. Notwithstanding the foregoing, we
are not obligated to redeem Class A Investor Shares under the Redemption Plan.
Page 43
We cannot guarantee that the funds, if any, set aside for
the Redemption Plan will be sufficient to accommodate all Redemption Requests.
In the event our General Partner determines, in its sole discretion, that we do
not have sufficient funds available to redeem all of the Class A Investor
Shares for which Redemption Requests have been submitted, such pending
Redemption Requests will be honored on a first in first out basis, if at all.
In the event that not all Redemption Requests are being honored in a given
quarter, due to reaching the 5.00% quarterly limit or otherwise, the Redemption
Requests not fully honored will carry over to the first business day of the
next quarter and Investors will not need to submit a new Redemption Request the
following quarter. Investors will be notified within 10 days of submitting a
Redemption Request whether their request for Redemption has been accepted or
denied.
We intend to limit Investors to one (1) Redemption Request
outstanding at any given time, meaning that, if an Investor desires to request
more or less Class A Investor Shares be redeemed, such Investor must first
withdraw the first Redemption Request. For Investors who hold Class A Investor
Shares with more than one record date, Redemption Requests will be applied to
such Class A Investor Shares in the order in which they settled, on a first in
first out basis - meaning, those Class A Investor Shares that have been
continuously held for the longest amount of time will be redeemed first. In
addition, we intend to limit Redemption Requests to $50,000 worth of Class A
Investor Shares per Redemption Request.
In addition, our General Partner may, in its sole
discretion, amend, suspend, or terminate the Redemption Plan at any time
without prior notice, including to protect our operations and our non-redeemed
Investors, to prevent an undue burden on our liquidity, following any material
decrease in our NAV, or for any other reason. In the event that we suspend our
Redemption Plan, we expect that we will reject any outstanding Redemption
Requests and do not intend to accept any new Redemption Requests. In the event
that we amend, suspend or terminate our Redemption Plan, we will file an
Offering Circular supplement and/or Form 1-U, as appropriate, and post such
information on the Platform to disclose such action. Therefore, you may not
have the opportunity to make a Redemption Request prior to any potential
termination of our Redemption Plan.
Investors will own the majority of the Class A Investor
Shares while the General Partner will own all the Common Shares. As of December
31, 2025, the General Partner did not own any Class A Investor Shares as
described herein. The principal rights associated with the Common Shares are as
follows:
·
Voting Rights: The Common Shares will have no voting
rights per se. However, the General Partner, in its capacity as the
general partner 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.
To purchase Class A Investor Shares, you are required to
sign an investment agreement, the forms of which are attached hereto (See
How to Invest). Each of the Investment Agreements enable Investors to make
an initial purchase of Class A Investor Shares (to the extent the Investor is
making a one-time purchase of the Class A Investor Shares). The Auto-Invest
Agreement and the Auto-Reinvestment Agreement permit an Investor to make a
one-time purchase of Class A Investor Shares and/or enable an Investor to elect
to make additional purchases of Class A Investor Shares, pursuant to the terms
of this Offering, on a periodic basis, by either (i) establishing with the
Company, a plan for the Investor to automatically invest in the Offering on a
periodic basis, subject to the terms of an Auto-Invest Agreement signed by the
Investor and the Company or (ii) to reinvest the distributions the Investor
receives from their Class A Investor Shares into the purchase of additional
Class A Investor Shares, subject to the terms and conditions of the an
Auto-Reinvestment Agreement, signed by the Investor and the Company.
Page 44
The Investment Agreements will limit your rights in several
important ways if you believe you have claims against us arising from the
purchase of your Class A Investor Shares:
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.
To the extent an Investor elects to automatically invest in
the Offering on a periodic basis, such Investor will be subject to the terms
and conditions of an Auto-Invest Agreement, which include, but are not limited
to the following:
·
Upon signing the Auto-Invest Agreement, the Investor will
indicate the number of additional Class A Investor Shares ("Additional
Shares") the Investor intends to purchase and the intervals at which the
Investor will make such purchases, following their initial purchase of Class A
Investor Shares, on the Investor Information Sheet attached thereto.
·
Price: The price of Additional Shares to be purchased by
Investor shall be the same price at which Class A Investor Shares are then
being offered in the Offering.
·
Opt Out: The Investor will have the ability cancel or
pause the Auto-Investments from the Purchaser's online Energea account settings
(https://www.energea.com/users/auto-invest), or by giving the Company at least
(30) calendar days' notice (via email).
·
Termination: In accordance with Regulation A, the Investor
will no longer be permitted to make Auto-Investments after the Offering is
terminated.
·
Limitation: The law limits how much an investor who is not
"accredited" within the meaning of 17 CFR §230.501(a) may invest in the
Offering. As such, the Investor's investments could be subject to a cutback,
and the Auto-Invest Agreement subject to termination, in the event the Company
meets or exceeds the maximum amount of the Offering or, in the event the
investor is non-accredited, the Investor's cumulative amount of investments
with the Company meets or exceeds the maximum investment amounts permitted by a
non-accredited investor under Regulation A. Under either circumstance, the
Investor would be redeemed for those Class A Investor Shares subject to the
cutback.
·
No Transfer of Shares: The Investor will be prohibited
from transferring the Shares purchased pursuant to the terms of the Auto-Invest
Agreement without complying with the terms of the LP Agreement, subject to
rights of first refusal in favor of the Company and securities laws
limitations.
·
Forum Selection: The Auto-Invest Agreement is governed by
the internal laws of Delaware. Pursuant to the terms of the Auto-Invest
Agreement, if the Investor is not otherwise subject to service of process in
Delaware, the Investor agrees to appoint and maintain an agent in Delaware to
accept service, and to notify the Company of the name and address of such
agent.
·
Potential for Cutback of Additional Shares Purchased: As a
Tier 2 offering under Rule 251(a), the Investor's Class A Investor Shares could
be subject to a cutback, and the
agreement subject to termination, in the event the Company meets or exceeds the
maximum amount of the Offering or, in the event the investor is non-accredited,
the Investor's cumulative amount of investments with the Company meets or
exceeds the maximum investment amounts permitted by a non-accredited investor
under Regulation A. Under either circumstance, the investor would be redeemed
for those Class A Investor Shares subject to the cutback.
Page 45
To the extent an Investor elects to reinvest the
distributions the Investor receives from their Class A Investor Shares into the
purchase of additional Class A Investor Shares, such Investor will be subject
to the terms and conditions of an Auto-Invest Agreement, which include, but are
not limited to the following:
·
By signing the Auto-Reinvestment Agreement, the investor will
agree to use a portion of the amount of the distributions received from the
Company through the Investor's ownership of Class A Investor Shares to purchase
Additional Shares.
·
Price: The price of Additional Shares to be purchased by
Investor shall be the same price at which Class A Investor Shares are then
being offered in the Offering.
·
Opt Out: The Investor will have the ability cancel or
pause the Auto-Investments from the Purchaser's online Energea account settings
(https://www.energea.com/users/auto-invest), or by giving the Company at least
(30) calendar days' notice (via email).
·
Termination: In accordance with Regulation A, the Investor
will no longer be permitted to make Auto-Reinvestments after the Offering is
terminated.
·
Limitation: The law limits how much an investor who is not
"accredited" within the meaning of 17 CFR §230.501(a) may invest in the
Offering. As such, the Investor's investments could be subject to a cutback,
and the Auto-Reinvestment Agreement subject to termination, in the event the
Company meets or exceeds the maximum amount of the Offering or, in the event
the investor is non-accredited, the Investor's cumulative amount of investments
with the Company meets or exceeds the maximum investment amounts permitted by a
non-accredited investor under Regulation A. Under either circumstance, the
Investor would be redeemed for those Class A Investor Shares subject to the
cutback.
·
Investor Promises: The Investor promises, among other
things, that the Shares shall not be transferred without complying with the
terms of the LP Agreement, subject to rights of first refusal and securities
laws limits.
·
Forum Selection: The Auto-Reinvestment Agreement is
governed by the internal laws of Delaware. If the Investor is not otherwise
subject to service of process in Delaware, the Investor agrees to appoint and
maintain an agent in Delaware to accept service, and to notify the Company of
the name and address of such agent.
·
Potential for Cutback of Additional Shares Purchased: As a
Tier 2 offering under Rule 251(a), the Investor's Class A Investor Shares could
be subject to a cutback, and the
agreement subject to termination, in the event the Company meets or exceeds the
maximum amount of the Offering or, in the event the investor is non-accredited,
the Investor's cumulative amount of investments with the Company meets or
exceeds the maximum investment amounts permitted by a non-accredited investor
under Regulation A. Under either circumstance, the investor would be redeemed
for those Class A Investor Shares subject to the cutback.
With respect to auto-reinvestments, investors will receive
an email notification that the Company has made a distribution. The email will
indicate what portion of the distribution will be reinvested to purchase
additional Class A Investor Shares and will include a hyperlink to the
then-current Offering Statement.
Page 46
The Company maintains a ledger of each non-accredited
investor to track the amounts such investor has made in order to ensure
compliance with the exemption. Furthermore, the Company maintains a robust
record-keeping system in order to monitor amounts raised under the Offering. To
the extent the Company exceeds the total Offering amount, the Company will
redeem those investors whose purchases of Class A Investor Shares were in
excess of the limits of the Offering and all Auto-Reinvestment Agreements will
be terminated, in each instance, pursuant to their terms.
Upon receipt of the investor's Re-Investment Agreement,
Investor Information Sheet, and confirmation that the investor has created an
account on the Platform, the Company will take reasonable steps to evaluate
whether the information the investor has provided is sufficient to establish
whether such investor is accredited. If the investor is not accredited, then
pursuant to Rule 251(d)(2)(i)(C), the Company will determine if the
non-accredited investor's aggregate purchase price to be paid by the investor
is no more than ten percent (10%) of the greater of such investor's: (1) annual
income or net worth if a natural person; or (2) revenue or net assets for such
purchaser's most recently completed fiscal year end if a non-natural person.
The investor will provide this information on the Investor Information Sheet
and on the Platform.
To buy Class A Investor Shares, go to the Platform and
follow the instructions. You will be asked for certain information about
yourself, including:
·
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
You will also be asked to sign an Investment Agreement, a
copy of which is available here.
To the extent you wish to participate in the Offering by
automatically investing on a periodic basis, you will be asked to sign an
Auto-Invest Agreement, a copy of which is available here.
To the extent you wish to participate in the Offering by
electing to use the amount of distributions that you receive to purchase
additional Class A Investor Shares, you will be asked to sign an
Auto-Reinvestment Agreement, a copy of which is provided here.
The minimum investment is $100. You will pay for your Class
A Investor Shares using one of the options described on the Platform.
The information you submit, including your signed Investment
Agreement, is called your "subscription." The General Partner will review your
subscription and decide whether to accept it. The General Partner has the right
to accept or reject subscriptions in our sole discretion, for any reason or for
no reason.
When you invest, your money will be held in an escrow
account with a third party until your subscription is reviewed and the General
Partner decides whether to accept it. When and if the General Partner confirms
that your subscription is complete and decided to accept your subscription, the
General Partner will release your money from the escrow account to the Company.
Once the General Partner has accepted your subscription, you
will be notified by email and the investment process will be complete. The
General Partner will also notify you by email if it does not accept your
subscription, although it might not explain why.
Page 47
You will not be issued a paper certificate representing your
Class A Investor Shares.
Anyone can buy Class A Investor Shares. The General Partner
does not intend to limit investment to people with a certain income level or
net worth, although there are limits on how much non-accredited investors may
invest in this Offering.
As long as an Investor is at least 18 years old, they can
invest in this Offering. But if the Investor not an "accredited" investor, the
amount they can invest is limited by law.
Under 17 CFR §230.501, a regulation issued by the SEC, the
term "accredited investor" means:
·
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; or
·
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.
If the Investor falls within any of those categories, then
the Investor can invest any amount permitted on the Platform. If the Investor
does not fall within any of those categories, then the most they can invest in
this Offering is the greater of:
·
10% of their annual income; or
·
10% of their net worth.
These limits are imposed by law, not by the Company.
The Company will determine whether an Investor is accredited
when he, she, or it creates an account on the Platform.
Page 48
We have filed with the SEC an offering statement under the
Securities Act on Form 1-A regarding this Offering. This Offering
Circular, which is part of the offering statement, does not contain all the
information set forth in the offering statement and the exhibits related
thereto filed with the SEC, reference to which is hereby made. Upon the
qualification of the offering statement, we will be subject to the
informational reporting requirements that are applicable to Tier 2 companies
whose securities are qualified pursuant to Regulation A, and accordingly, we
will file annual reports, semi-annual reports and other information with the
SEC. The SEC maintains a website at www.sec.gov that
contains reports, information statements and other information regarding
issuers that file with the SEC.
The information incorporated by reference herein is an
important part of the offering statement and this Offering Circular. The
following documents previously filed with the SEC are incorporated by reference
into the offering statement and this Offering Circular:
·
the Company's Annual Report for the fiscal year ended
December 31, 2025 on Form
1-K
You may review these filings on our website and may also
request a copy of these filings at no cost, by contacting us at:
ENERGEA PORTFOLIO 4
USA LP
52 Main Street
Chester, CT 06412
www.energea.com
(860)-316-7466
So long as we remain subject to the periodic reporting
requirements of Regulation A, within 120 days after the end of each fiscal year
we will file on the SEC's EDGAR website an annual report on Form 1-K. The
annual report will contain audited financial statements and certain other
financial and narrative information that we are required to provide to
investors.
We also maintain a website at www.energea.com, where
there may be additional information about our business, but the contents of
that site are not incorporated by reference in or otherwise a part of this Offering
Circular.
Certain legal matters with respect to the Class A Investor
Shares will be passed upon by the law firm of Norton Rose Fulbright US LLP
headquartered in New York, New York.
The Company's financial statements for the fiscal years
ended December 31, 2025 and December 31, 2024 incorporated by reference in this
Offering Circular have been audited by Whittlesey PC, an independent registered
public accounting firm, as stated in its report appearing herein. The financial
statements have been included in reliance upon that firm's report on its
authority as an expert in accounting and auditing.
Page 49
·
Item 7. Financial Statements of the Company's Annual
Report on Form 1-K for the fiscal year ended December 31, 2025, which can be
found here
or on the Platform at https://www.energea.com/investment/7.
Each of the foregoing reports is incorporated
herein by reference. The Company will provide to each holder of securities,
including any beneficial owner, upon oral or written request, at no cost to the
requester, a copy of the financial statement information that is incorporated
herein by reference.
Page 50
|
3.8% NIIT
|
A 3.8% Net Investment Income Tax on certain investment
income of individuals, trusts, and estates under Section 1411 of the Internal
Revenue Code.
|
|
Access Rights
|
Legal permission for the Company
or SPE to enter and use land or property to build, operate, and maintain a
Project.
|
|
Acts
|
The Investment Advisers Act of 1940 and the Investment
Company Act of 1940, each as amended.
|
|
Additional Shares
|
Additional Class A Investor
Shares the Investor intends to purchase after their initial purchase.
|
|
Advisers Act
|
Investment Advisers Act of 1940.
|
|
Ancillary Services
|
Support services like
operations, maintenance, and credit management provided to solar projects.
|
|
Annual Preferred Return
Amount
|
For any Calendar Year, the dollar amount required for
Investors to achieve the Preferred Return for such Calendar Year, determined
by applying the Preferred Return to the Base NAV for such Calendar Year and
making appropriate adjustments for Net Contributions during such Calendar
Year.
|
|
Authorizing Resolution
|
The authorization adopted by the
General Partner pursuant to the LP Agreement that created the Class A
Investor Shares.
|
|
Base NAV
|
For any Calendar Year, the Company's NAV as of the first
day of such Calendar Year, after taking into account projected and accrued
Management Fees, but before deduction for the Carried Interest being
calculated.
|
|
Blue Sky Laws
|
State-level laws governing
investments.
|
|
Borrower/s
|
A party that repays the Company for a Loan through
principal and interest payments.
|
|
Calendar Year
|
The twelve-month period ending
December 31.
|
|
Carried Interest
|
The 15.0% annual performance allocation payable to the
General Partner based on Total Annual Return, subject to the Preferred
Return, 100% catch-up, and high-water mark / loss carryforward.
|
|
Class A Investor Shares
|
The limited partnership
interests in the Company being offered to persons in the Reg A+ Offering.
|
|
Code
|
The Internal Revenue Code of 1986, as amended (i.e., the
Federal tax code).
|
|
Collateral Agreements
|
A collection of agreements and
instruments designed to secure obligations under a primary financing
arrangement between a borrower and a lender.
|
|
Company
|
Energea Portfolio 4 USA LP, a Delaware limited
partnership, which is offering to sell Class A Investor Shares in this
Offering.
|
|
Company Investments
|
Cash-on-hand investments
generating returns, such as interest from savings accounts.
|
|
Company Operating
Expenses
|
Costs and expenses incurred by the Company.
|
|
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.
|
|
Customers
|
Individuals, businesses, or entities that purchase energy
generated by the Company's Projects.
|
|
Deferred Fees
|
Fees postponed by the General
Partner due to cash flow considerations, to be charged later at its
discretion.
|
|
DERMS
|
Distributed Energy Resource Management Systems
|
|
Development Company/ies
|
A company focused on acquiring
and/or developing solar power projects.
|
|
Discount Rate
|
The annual discount rate used by the General Partner as an
input in determining NAV through the Company's discounted cash flow
methodology.
|
|
Energea Global
|
Energea Global LLC, a Delaware
limited liability company, which is owned by Michael Silvestrini and Chris
Sattler, and its affiliates.
|
Page 51
|
Energy Rate
|
The price charged per unit of electricity consumed,
usually measured in kWh.
|
|
EPC
|
Engineering, Construction, and
Procurement.
|
|
Estimated NOI
|
The estimated net operating income to be produced by the
Company.
|
|
Exchange Act
|
The Securities Exchange Act of
1934
|
|
Fees
|
Compensation paid to the General Partner.
|
|
FINRA
|
Financial Industry Regulatory
Authority, Inc.
|
|
Form 1-U
|
SEC form used to report significant events or changes by
companies under Regulation A.
|
|
General Partner
|
As of the date hereof, Energea
Global.
|
|
HSEC
|
Health, Safety, Environment and Community
|
|
Investment Agreements
|
Contracts signed to purchase or
reinvest in Class A Investor Shares, outlining limitations on investor
rights.
|
|
Investment Committee
|
A multi-disciplinary committee of experienced renewable
energy executives of the General Partner which decides which Projects the
Company will invest in.
|
|
Investors
|
Holders of Class A Investor
Shares
|
|
Investor Shares
|
Combined Class A Investor Shares and Reg D Shares held by
Limited Partners, voting as a single class.
|
|
IRA
|
Inflation Reduction Act of 2022
|
|
IRS
|
Internal Revenue Service
|
|
ITC
|
Investment Tax Credit
|
|
JOBS Act
|
The Jumpstart Our Business Startups Act of 2012.
|
|
kWh
|
Kilowatt hour
|
|
Limited Partners
|
Owners of Class A Investor Shares and Reg D Investor
Shares.
|
|
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.
|
|
Loan
|
Money lent from the Company to a Development Company.
|
|
Loan Agreement
|
A deal where the lender provides
funds to the Borrower up to a specified limit over a set period.
|
|
LP Agreement
|
The Company's Limited Partnership Agreement dated June 10,
2025.
|
|
MACRS
|
Modified Accelerated Cost
Recovery System
|
|
Management Fees
|
The management fees payable to the General Partner at an
annualized rate of 1.50%, accrued monthly and based on the Company's prior
month-end NAV, as adjusted for Net Contributions.
|
|
Monthly Preferred Return Amount
|
For any calendar month, the
portion of the Annual Preferred Return Amount attributable to such calendar
month, determined on a monthly accrual basis and making appropriate
adjustments for Net Contributions during such calendar month.
|
|
MTR
|
Minimum Technical Requirement
|
|
NAV
|
Net Asset Value
|
|
Net Contributions
|
For any Calendar Year, capital contributions,
subscriptions or share issuances during such Calendar Year, net of
redemptions, repurchases or other capital withdrawals during such Calendar
Year.
|
|
NOI
|
Net Operating Income
|
|
NPV
|
Net Present Value.
|
|
Offering
|
The offering of Class A Investor
Shares to the public pursuant to this Offering Circular.
|
|
O&M
|
Operations and Maintenance
|
|
Partners
|
The General Partner and Limited
Partners collectively.
|
|
Platform
|
The website located at www.energea.com
|
|
Portfolio 2
|
Energea Portfolio 2 LP
|
|
Portfolio 3
|
Energea Portfolio 3 Africa LP
|
|
Portfolio 5
|
Energea Portfolio 5 LATAM LP
|
|
Power Purchase
Agreement / PPA
|
A contract where the SPEs sell electricity generated by
the projects directly to customers.
|
Page 52
|
PQA
|
Post Qualification Amendment
|
|
Preferred Return Rate
|
0.583% per month (7.0% per annum)
|
|
Prior Offering
|
The Company's previous
Regulation A offerings that were qualified by the SEC on July 1, 2021.
|
|
Project
|
A solar power project acquired or developed by the
Company.
|
|
Project Maintenance Contract
|
When the SPE hires a third party
to perform the actual O&M services.
|
|
Project Operating
Expenses
|
Costs and expenses incurred by the Project.
|
|
Purchase and Sale Agreement
|
A contract used by the Company
to acquire Project rights from a Development Company.
|
|
Purchase and Sale
Agreement for Environmental Commodities
|
A contract used when SPEs sell environmental commodities
(e.g., renewable energy credits) produced by the projects to customers.
|
|
RECs
|
Renewable energy credits
|
|
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.
|
|
Reg D Investors
|
Accredited investors
participating in Reg D Offerings.
|
|
Reg D Offerings
|
Private securities offerings under Rule 506(c), open only
to accredited investors.
|
|
Reg D Shares
|
Shares issued in Reg D
Offerings.
|
|
Regulation A
|
Registration exemption that allows companies to raise up
to $75 million annually from the public with fewer disclosure requirements
than a traditional IPO.
|
|
Regulations
|
Regulations issued under the
Code by the Internal Revenue Service.
|
|
SEC
|
The United States Securities and Exchange Commission.
|
|
Securities Act
|
The Securities Act of 1933, as
amended.
|
|
Share
|
Equity ownership in the Company.
|
|
SPE
|
A special-purpose entity we
create to own each Project.
|
|
Tax Equity
|
Financing from investors who provide capital in exchange
for benefiting from renewable energy tax incentives.
|
|
Tax Equity Agreement
|
An agreement that enables the
transfer of tax credits to a tax equity investor under U.S. incentive
programs.
|
|
Total Annual Return
|
The sum of the twelve consecutive Total Monthly Return
amounts for the Calendar Year.
|
|
Total Monthly Return
|
For any calendar month, the sum
of (i) distributions paid to Investors, plus (ii) the change in Base NAV
compared to the previous month, minus (iii) Net Contributions.
|
|
Trust Agreement
|
A fiscal control structure where cash flow to service
payments on Loans is routed through a trust to collect revenue from a
Borrower and oversee the repayment process.
|
|
U.S. GAAP
|
United State Generally Accepted
Accounting Principles.
|
|
U.S. Holder
|
A beneficial owner of Class A Investor Shares that is a
U.S. citizen or resident, a U.S. corporation, a U.S. estate, or a U.S. trust
as defined for federal income tax purposes.
|
Page 53
|
Exhibit No.
|
Description of 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 11, 2024).
|
|
2.2**
|
Limited
Liability Company Agreement of the Company dated March 22, 2021 (incorporated by reference to the copy
thereof filed as Exhibit 1A-2B to the Company's Form 1-A filed January 11,
2024).
|
|
2.4**
|
|
|
2.5**
|
|
|
3.1**
|
Redemption
Plan (incorporated by reference to the copy of thereof filed as Exhibit
3.1 to the Company's Form 1-A filed April 2, 2024)
|
|
4.1**
|
Form
of Investment Agreement (incorporated by reference to the copy thereof
filed as Exhibit 3.1 to the Company's Form 1-A filed January 11, 2024).
|
|
4.2**
|
|
|
4.3**
|
|
|
4.4**
|
|
|
6.1**
|
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 11, 2024).
|
|
6.2**
|
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 11, 2024).
|
|
6.3**
|
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 11, 2024).
|
|
6.4**
|
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 11,
2024).
|
|
6.5**
|
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 11, 2024).
|
|
11.1**
|
|
|
11.2
|
Consent of Norton Rose
Fullbright US LLP, to be filed by amendment (included in Exhibit 12)
|
|
12.1
|
Legal opinion of Norton Rose Fullbright US LLP, including
consent, to be filed by amendment
|
**Previously filed
Page 54
Pursuant to the requirements of Regulation A, the issuer
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form 1-A and has duly caused this offering statement
to be signed on its behalf by the undersigned, thereunto duly authorized in the
City of Chester, State of Connecticut, on June 4, 2026.
Energea Portfolio 4 USA LP
By: Energea Global LLC
By MICHAEL SILVESTRINI
Name: Mike Silvestrini
Title: Co-Founder and Managing Partner
Energea Global LLC
By: Energea Global LLC
By MICHAEL SILVESTRINI
Name: Michael Silvestrini
Title: Co-Founder and Managing Partner
This Offering Statement has been signed by the following
persons in the capacities and on the dates indicated.
By MICHAEL SILVESTRINI
Name: Mike Silvestrini
Title: Co-Founder and Managing Partner of Energea Global LLC
(Principal Executive Officer, Principal Financial
Officer and Principal Accounting Officer)
Date: June 4, 2026
Page 55