As filed with the Securities and Exchange Commission on March 1, 2024

Part II - Information Required in Offering Circular

Preliminary Offering Circular dated March 1, 2024

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 PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY 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 BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF ANY SUCH STATE. 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 3 Africa LLC

Up to $50,000,000 in Class A Investor Shares

[DATE]

This Offering Circular Follows the Form 1-A Disclosure Format

Energea Portfolio 3 Africa LLC (the "Company", "us", "we", "our" and similar terms) is a limited liability company organized under the laws of Delaware to invest in the acquisition, development, and operation of community solar energy projects in Africa (each a "Project"). The Company's day-to-day operations are managed by Energea Global LLC (the "Manager"). The Company is currently offering up to $50.0 million in limited liability company 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"). Through December 26, 2023, a prior offering sold 2,253,875 Class A Investor Shares and raised approximately $2,577,000 in capital (the "Prior Offering"). The current price of the Class A Investor Shares is $1.23 per Class A Investor Share, 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 LLC Agreement and Authorizing Resolution-Redemption Plan" and "Risk Factors-No Market for the Class A Investor Shares; Limits on Transferability".

Investors should note that the Manager may decide to sell the Projects or the Company at any time. Should the Manager decide to sell the Company, Investors could be forced to sell their Class A Investor Shares at the direction of the Manager. See "Securities Being Offered: The Class A Investor Shares-Summary of LLC Agreement and Authorizing Resolution-Drag-Along Right".

We are selling Class A Investor Shares directly to the public through our Manager's website, www.energea.com, (the "Platform"). Neither the Company nor any affiliated entity involved in the Offering is a member firm of the Financial Industry Regulatory Authority, Inc. ("FINRA"), and no person associated with us 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 Manager for certain expenses incurred on our behalf, and pay our Manager certain fees, as described further under "Compensation of Directors and Executive Officers".

	Per Share	Total Maximum
Public Offering Price	$1.25	$50,000,000
Organization, Offering and Marketing	$0.0625	$2,500,000
Proceeds to the Company from this Offering to the Public	$1.1875	$47,500,000

This is a "best efforts - no minimum" offering. The Offering will commence as soon as our offering statement is "qualified" by the SEC and will end on the date we raise the maximum amount being offered, unless earlier terminated by the Company. We will reimburse the Manager for organization, offering and marketing expenses in an amount up to 5% of the total Offering amount raised. See "Use of Proceeds". Any such amounts in excess of such 5% will be paid, without reimbursement, by the Manager.

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" beginning on page 3.

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 YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR 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 i

Table of Contents

Section	Page Number
Caution Regarding Forward-Looking Statements	1

Summary and Risk Factors	2
Executive Summary	2
Our Business	2
The Offering	3
Company Operations and Other Matters	3
Risk Factors	3

Dilution	8

Plan of Distribution and Selling Securityholders	9

Use of Proceeds	9

Description of Business	10
Offices and Employees	10
Company Overview	11
Investment Strategy	11
The Sun Exchange	13
Investment Committee	13
Competition	13
Our Revenue	13
Our Operating Costs and Expenses	14
U.S. and African Taxes	15
African Taxes	15
U.S. Federal Income Taxes	15
Classification as a Corporation	15
Taxation of Dividends	15
Foreign Tax Credit	15
Sale or Exchange of Class A Investor Shares	16
Treatment of Distributions	16
Alternative Minimum Tax	16
Taxable Year	16
Tax Returns and Information; Audits; Penalties; Interest	16
Other U.S. Tax Consequences	17
Summary of Supporting Contracts	17
Purchase and Sale Agreements	17
Solar Lease	17
Construction Contract	18
Asset Management Agreement	19
Material Legal Proceedings	20
Factors Likely to Impact the Performance of the Company	20

Description of Property	20
Projects Acquired and Owned	20

Management Discussion and Analysis of Financial Condition and Result of Operation	21
Summary of Key Accounting Policies	21
Market Outlook and Recent Trends	21
2024 South Africa Election	21
Exchange Rates Between the South African Rand and the United States Dollar	21
Load Shedding	22
Distributions	22
Calculating Distributions	23
Sources of Distributable Cash Flow	23
Allocation of Distributions	24
Calculation of Preferred Return	24
Calculation of Promoted Interest	24
Past Operating Results	24
Leverage	24
Liquidity and Capital Resources	25
Method of Accounting	25

Directors, Executive Officers & Significant Employees	25
Names, Positions, Etc.	25
Family Relationships	25
Ownership of Related Entities	26
Business Experience	26
Legal Proceedings Involving Executives and Directors	27
Other Solar Energy Funds	27

Compensation of Directors and Executive Officers	28
Overview	28
Fees and Other Compensation	28
Co-Investment	29
Promoted Interest	29
Reporting Compensation to Investors	29
Stages of Development	29

Security Ownership of Manager and Certain Securityholders	30

Interest of Management and Others in Certain Transactions	30

Securities Being Offered: The Class A Investor Shares	31
Description of Securities	31
Price of Class A Investor Shares	31
Voting Rights	32
Limited Liability Company Agreement	32
Summary of LLC Agreement and Authorizing Resolution	32
Formation of Ownership	32
Shares and Ownership	32
Management	32
Exculpation and Indemnification of Manager	33
Obligation to Contribute Capital	33
Personal Liability	33
Distributions	33
Transfers and First Right of Refusal	34
Death, Disability, Etc.	34
Fees to Manager and Affiliates	34
Mandatory Redemptions	34
"Drag-Along" Right	34
Electronic Delivery	34
Amendment	34
Information Rights	35
Distributions in Liquidations	35
Preemptive Rights	35
Liability to Make Additional Contributions	35
Withholding	35
No Guarantee	36
Redemption Plan	36
Rights of Common Shares	37
How to Invest	37
Limit on the Amount a Non-Accredited Investor Can Invest	38

Additional Information	38

Index to Financial Statements	39

Glossary of Certain Defined Terms	39

Part III - Exhibits	40
Index to Exhibits and Description of Exhibits	40

Signatures	41

Page ii

Caution Regarding Forward-Looking Statements

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 in our Offering;

	·	ability to attract and retain Investors to the Platform;

	·	risks associated with breaches of our data security;

	·	public health crises, pandemics and epidemics, such as those caused by new strains of viruses such as H5N1 (avian flu), severe acute respiratory syndrome (SARS) and, most recently, the novel coronavirus (COVID-19);

	·	climate change and natural disasters that could adversely affect our Projects and our business;

	·	changes in economic conditions generally and the renewable energy and securities markets specifically;

	·	limited ability to dispose of assets because of the relative illiquidity of renewable energy Projects;

	·	our failure to obtain necessary outside financing;

	·	risks associated with derivatives or hedging activity;

	·	intense competition in African renewable energy markets that may limit our ability to attract or retain energy offtakers;

	·	defaults under Supporting Contracts (see "Summary of Supporting Contracts");

	·	increased interest rates and operating costs;

	·	the risk associated with potential breach or expiration of a ground lease, if any;

	·	our failure to successfully construct, interconnect, operate or maintain the Projects;

	·	exposure to liability relating to environmental and health and safety matters;

	·	the failure of Projects to yield anticipated results;

	·	our level of debt and the terms and limitations imposed on us by our debt agreements;

	·	our ability to retain our executive officers and other key personnel of our Manager;

Page 1

	·	the ability of our Manager to source, originate and service our loans;

	·	the ability for our engineering, procurement and construction contractors and equipment manufacturers to honor their contracts including warranties and guarantees;

	·	regulatory changes impacting our business or our assets (including changes to the laws governing the taxation of corporations and SEC guidance related to Regulation A, or the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"));

	·	changes in business conditions and the market value of our Projects, including changes in renewable energy policy, interest rates, prepayment risk, operator or borrower defaults or bankruptcy, and generally the increased risk of loss if our investments fail to perform as expected;

	·	our ability to implement effective conflicts of interest policies and procedures among the various renewable energy investment opportunities sponsored by our Manager;

	·	our compliance with applicable local, state and federal laws, including the Investment Advisers Act of 1940, as amended (the "Advisers Act"), the Investment Company Act of 1940, as amended, and other laws; and

	·	changes to U.S. generally accepted accounting principles ("U.S. GAAP").

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" herein, 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.

Summary and Risk Factors

Executive Summary

Our Business

Energea Portfolio 3 Africa LLC (the "Company") is a limited liability company organized under the laws of Delaware. The Company has elected to be treated as a corporation for tax purposes. The Company's day-to-day operations are managed by Energea Global LLC (the "Manager").

The Company was created to invest in the acquisition, development, and operations of solar energy projects in various countries in Africa, but mainly in South Africa (each a "Project"). The Projects will sell power and, in some cases, environmental commodities, to offtakers (who we collectively refer to as "Customers") who purchase the power or the environmental commodities under long term contracts.

Projects will be owned by a special-purpose entity (the "Holdco"). Holdco is organized as a South African limited liability company, the South African equivalent of a U.S. limited liability company. Holdco is a wholly owned subsidiary of the Company.

Page 2

The Offering

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 develop and construct Projects currently owned by the Company and other Projects which the Company might acquire in the future. The Prior Offering was initially qualified by the SEC on August 2, 2021 and through December 26, 2023 raised approximately $2,577,000 from the sale of a total of 2,253,875 shares.

Company Operations and Other Matters

Cash flow from Projects can be generated in three ways: (i) payments from Customers under Solar Leases, (ii) proceeds from the sale or refinance of Projects and (iii) Liquidated Damages (i.e. delay penalties) from contractors under Construction Agreements as further described in "Summary of Supporting Contracts" and "Distributions". Cash flow will first be used to pay operating costs and expenses, including fees and reimbursements payable to our Manager (see "Our Operating Costs and Expenses"). The remaining cash flow, if any, is distributed to the owners of our Class A Investor Shares ("Investors") and the Manager in the following order of priority:

	·	First, a 7% per year preferred return to Class A Investors (the "Preferred Return");

	·	Thereafter, any additional cash flow 70% to the Investors and 30% to the Manager (the "Promoted Interest").

See "Compensation to Directors and Executive Officers" and "Calculating Distributions" for more detailed information regarding fees and distributions payable to the Manager.

CAUTION: ALTHOUGH THE CASH FLOW FROM OUR PROJECTS WILL LARGELY BE ESTABLISHED BY CONTRACT IN ADVANCE, THERE IS NO GUARANTEE THAT OUR PROJECTS WILL GENERATE ANY POSITIVE CASH FLOW.

Investors in the Class A Investor Shares have no voting rights.

Risk Factors

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 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").

Fluctuations in Income: Solar Leases typically provide for fluctuations in rent based on changes in energy prices and/or changes in consumer prices. Thus, it is possible that our income from one or more Projects could decrease.

Distributions to Investors: Whether to distribute operating cash flow or capital proceeds, and how much to distribute, is at the sole discretion of the Manager. No returns are guaranteed, and Investors will receive distributions only if the Company generates distributable cash flow from the Projects. Investors will not have any recourse in the event we are unable to pay distributions.

Distributions Generally: Our ability to achieve our investment objectives and to pay distributions depends upon the performance of our Manager in the acquisition of our Projects and the ability of our Manager 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, we will have less funds available for investments and your overall return will be reduced.

Page 3

Competition: There are other solar developers actively pursuing solar projects in Africa and we expect the number of competitors to increase as the market grows. Some of our competitors could be larger and enjoy a lower cost of capital. Aggressive pricing by competitors or the entrance of new competitors could reduce the Company's ability to find high-quality Projects.

Our Customers Might Default: The Company will have a variety of Customers, including businesses and schools. Some Customers could default. A default would hurt the Project in question financially, reducing the anticipated returns to Investors.

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 50 and 100 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 South Africa energy policy. These policies could expire, phase-out over time, require renewal by the applicable authority, or become a victim of political pressure. The South African government has instituted several changes to their policy 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 Projects.

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.

Load Shedding: South Africa has faced significant challenges with load shedding, a practice where the national electricity utility, Eskom, deliberately interrupts the power supply to prevent the grid from overloading. Load shedding has been a recurrent issue due to various factors, including aging power infrastructure, maintenance issues, financial troubles within Eskom (the largest utility in South Africa), and insufficient generation capacity. These factors have led to scheduled power outages that have not only disrupted daily life for millions of South Africans but have also had adverse effects on the country's economy and the Projects.

Load shedding has had far-reaching consequences, impacting both households and businesses. Frequent power cuts have disrupted productivity, leading to financial losses for businesses, especially in sectors heavily reliant on continuous electricity supply, such as manufacturing and technology. Moreover, the uncertainty caused by unpredictable load shedding schedules has eroded investor confidence, making it challenging for businesses to plan and expand, thereby hindering economic growth.

Efforts to address this issue have included urgent infrastructure repairs, increased focus on renewable energy sources, and calls for improved management within Eskom. However, the load shedding problem has persisted.

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 a Project.

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.

Page 4

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.

Discount Rates We Offer Our Customers: Offering competitive discount rates to entice Customers to sign a Solar Lease is a key strategy that underpins the success of the Company. Setting appropriate rates that balance profitability with Customer incentives is a delicate balancing act. If other solar companies offer more competitive discount rates for Customers, we may be unable to find Customers for our Projects.

Exchange Rates Between the South African Rand and the United States Dollar: The foreign exchange rates between the South African rand ("ZAR") and the U.S. dollar ("USD") have been subject to significant fluctuations. A mix of economic and geopolitical factors have influenced the value of these currencies relative to each other. Initially, the ZAR faced challenges due to uncertainties surrounding global trade tensions and concerns about the country's domestic economic growth. These factors led to periods of depreciation against the USD, creating volatility in the exchange rates. Overall, the foreign exchange rates between the ZAR and USD have been dynamic, influenced by a range of internal and external factors, making it essential for investors and businesses to closely monitor these developments to navigate the potential impacts on trade, investment, and financial planning. Unexpected weakness of the ZAR versus the USD will have a negative impact on the returns of the Company.

Risks Associated with Investments Outside the U.S.: All of the Company's Projects will be in African countries; primarily South Africa. Projects located in developing countries such as South Africa may be subject to certain risks that generally do not apply to investments in developed countries such as the United States. Such risks include the following:

	·	Historically, the markets of developing countries have been more volatile than the markets of developed countries.

	·	Developing countries may have less developed legal and accounting systems. The legal systems of developing countries might be less reliable in terms of enforcing contracts.

	·	The governments of developing countries may be more unstable and more likely to impose capital controls, nationalize a company or industry, place restrictions on foreign ownership and on withdrawing money from the country, and/or impose punitive taxes that could adversely affect prices.

	·	The economies of developing countries may be dependent on relatively few industries that are more susceptible to local and global changes.

	·	South Africa faces security challenges, and the Projects can be vulnerable to theft, vandalism, and damage. Ensuring robust security measures is essential to mitigate these risks and protect project assets. If we are unable to properly secure the Projects, the Projects could be negatively affected by crime, which could reduce our net income.

	·	Development challenges, such as land acquisition, permitting delays, and poor infrastructure, can hinder progress and increase costs of the Projects. Navigating these obstacles is crucial to the successful development of our Projects. Ineffective land acquisition practices, slow reaction to permitting delays or selecting sites with poor infrastructure can negatively affect the financial performance of the Projects and the Company.

Imprecise Language Translations: All of the Company's legal contracts in South Africa will be written in English, but certain documents we rely on for due diligence may be written in Afrikaans or other languages. Given that these languages have different historical and cultural roots, it is possible that some of the materials or proceedings may not directly translate across languages and any deviation from the Company's intentions, especially with respect to some of the more technical terms or work involved, may cause disruptions or misunderstandings that may negatively impact the Projects.

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, which might ultimately require Investors to return some or all of the distributions they have received.

Page 5

Regulatory Risks: The Projects will be subject to extensive regulatory requirements, including those imposed by South African environmental, safety, labor and other regulatory and political authorities. These regulatory requirements may impose substantial costs on the Projects or Holdco. Further, should any Project or the Holdco fail to comply with one or more regulatory requirements, it could result in substantial fines and penalties or a shutdown of the Project or the Holdco.

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, which may include large-scale physical plants as well as rooftop solar and battery installations, could cause environmental contamination under some circumstances. Further, the Holdco 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 Holdco will carry insurance to protect against the potential losses, but the insurance might not be adequate.

Global or National Economic Conditions: An economic slowdown in South Africa could affect our Customers and therefore our Projects.

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 Manager will make all decisions. You will have the ability to replace our management team only under very limited circumstances, as described in "Summary of LLC Agreement and Authorizing Resolution."

Reliance on Management: The success of the Company and its Projects will depend in part on the skills of our Manager and its management team. If our Manager fails to retain its key personnel, the Company and its Investors could suffer.

Sale of Other Securities: The Company could, at any time, sell Class A Investor Shares other than those being offered by this Offering, for example, in a private placement, or could sell other classes of securities to raise additional capital. 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 Agreement: To purchase Class A Investor Shares, you are required to sign our Investment Agreement. The Investment Agreement 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.

Manager's Drag-Along Rights: The Manager may decide to sell the Projects or the Company at any time. Should the Manager decide to sell the Company, Investors could be forced to sell their Class A Investor Shares at the direction of the Manager according to the Manager's drag-along rights granted to them in the Operating Agreement (see "Summary of LLC Agreement and Authorizing Resolution.").

Page 6

Forum Selection Provision: Our Investment Agreement and our LLC 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 LLCs), 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 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 Agreement or the LLC Agreement conflict with these federal statutes, the federal statutes would prevail.

Waiver of Right to Jury Trial: The Investment Agreement and the LLC Agreement both provide that legal claims will be decided only by a judge, not by a jury. The provision in the LLC 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 Agreement and the LLC Agreement do not apply to claims arising under the federal securities laws.

Conflicts of Interest: The interests of the Company and the Manager could conflict with the interests of Investors in a number of ways, including:

	·	Our Manager and its officers perform similar roles for other entities that are affiliated with the Manager and are not required to devote all of their time and effort to the Company and are only required to devote such time to our affairs as their duties require.

	·	Our Manager will receive fees based, in part, on the amount of cash flow the Projects generate. The Manager might, therefore, have an incentive to raise more capital, and invest in more Projects, than they would otherwise, leading them to invest in borderline Projects.

	·	The entire business of the Manager consists of investing in solar projects, including solar projects in South Africa. 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: 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. 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 $1,820,739 of Class A Investor Shares that were made following the first anniversary of the initial qualification of the Prior Offering.

Page 7

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.

Our Manager 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 us pursuant to the Redemption Plan. Moreover, if you do sell your Class A Investor Shares back to us 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 "SECURITIES BEING OFFERED: THE CLASS A INVESTOR SHARES-Summary of LLC Agreement and Authorizing Resolution- Redemption Plan".

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.

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, Manager and our service providers may be unable to anticipate these techniques or to implement adequate defensive measures.

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.

Dilution

The sale of shares is exclusively facilitated through the Platform, where shares are available at a fixed price per Class A Investor Share. The price was determined by our Manager (see "Price of Class A Investor Shares"). The Company sells shares to raise capital for the purchase and construction of Projects. As new Investors purchase Class A Investor Shares, existing Investors may be temporarily diluted until new Projects are acquired, constructed and contribute to monthly cash flow.

One notable aspect of our policy is that there are no shares allocated to executives, officers, promoters, or any affiliated individuals as compensation or commissions. We firmly adhere to a level playing field philosophy, ensuring that all individuals associated with the Company, regardless of their roles, have no privileged access to shares beyond what is offered through the Platform. This strict adherence to equity underscores our dedication to treating every Investor equally.

Page 8

Plan of Distribution and Selling Securityholders

The Company offering to sell up to $50,000,000 of Class A Investor Shares to the public. 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 will commence as soon as this offering statement is "qualified" by the SEC 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.

Only the Company is offering securities in this Offering. None of our existing officers, directors, or stockholders is 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 Manager 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").

After the Offering has been "qualified" by the SEC, the Manager 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.

Use of Proceeds

We expect to use all of the net proceeds of this Offering, after organization, offering and marketing expenses, to acquire, develop and construct Projects. For more information regarding our investment strategy, see "Description of Business-Investment Strategy". For more information regarding current Projects, see "Description of Property-Projects Owned".

We expect to pay for operating expenses for the Company and current Projects with cash flow from the Projects, but if the Projects have not earned enough revenue to pay for any given operating expense, the Manager may use the proceeds from this Offering to pay such operating expense. The types of operating expenses at the Project and Company level are described in "Our Operating Costs and Expenses".

The capital raised in this Offering will not be used to compensate officers or directors as the Company has no employees. However, offering proceeds may be used to pay fees owed to the Manager and its affiliates (see "Compensation of Directors and Executive Officers").

The Manager may make short term advances to the Company to make payments on an as-needed basis. We do not anticipate any additional sources of capital apart from funds from operations, the advances, and funds generated through this Offering to fund the acquisition, development and construction of Projects and to cover start-up costs and expenses.

Page 9

It is important to note that no capital will be allocated to any Project until it has received formal approval from the Investment Committee and has been reported in accordance with the appropriate procedures. In the interim, we may invest in short-term, highly liquid investments. Such short-term investments will not earn as high of a return as we expect to earn on our investments in Projects.

We might invest in Projects using the Manager's capital before we have raised enough capital from Investors. In that case, we will replace the Manager's capital with capital from Investors as soon as we raise it. To the extent the Manager or its affiliates invest capital, they will do so on the same price and terms as other Investors.

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 efforts" 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

Gross Offering Proceeds

50,000,000

5,000,000

12,500,000

25,000,000

Less:

Organization, Offering and 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 Completion of Existing Projects

$0.00

Estimated Amount Available for New Projects

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 Manager 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 Manager.

Description of Business

Offices and Employees

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 Manager to manage the Company and utilizes employees and services provided by the Manager as described more fully in the section "Directors, Executive Officers & Significant Employees".

Page 10

Company Overview

Energea Portfolio 3 Africa LLC is a limited liability company, treated as a corporation for tax purposes, organized under the laws of Delaware as of March 11, 2021. The Company and its day-to-day operations are managed by the Manager, Energea Global LLC. The Company was created to invest in the acquisition, development, construction and operation of solar energy Projects in various countries in Africa with a focus on South Africa. The Projects will sell power and, in some cases, environmental commodities, to offtakers who purchase the electricity under long term contract (we collectively refer to offtakers of electricity "Customers").

Projects are owned by a special-purpose entity (the "Holdco"). Holdco is organized as a South African limited liability company, the South African equivalent of a U.S. limited liability company. Holdco is a wholly owned subsidiary of the Company.

The revenue from our Projects consists primarily of the payments we receive from Customers under Solar Leases (see "Summary of Supporting Contracts"). The Company will make a profit if revenues from Projects exceed their expenses plus those expenses of the Company (see "Our Operating Costs and Expenses").

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 Manager 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 or portfolio of Projects should be predictable and consistent for as long as 25 years.

	·	Project Consolidation: Some of the Projects will be too small or unusual for institutional buyers to consider purchasing on their own. The Company could package these Projects into a larger, more standardized portfolio that will be attractive to these larger, more efficiency-focused players. In the aggregate, a portfolio of Projects might be expected to generate 50+ megawatts of power with relatively uniform power contracts, engineering standards, and underwriting criteria. A portfolio of that size can bear the fees and diligence associated with an institutional-grade transaction or securitization.

	·	Cash Flow Stabilization: When the Company buys a Project, it will typically share the construction risk with the Development Company that originated the Project. Larger investors are generally unwilling to take on construction risk and will invest only in Projects that are already generating positive cash flow, referred to as "stabilization". Thus, the Company may acquire Projects before stabilization and sell them after stabilization. Institutional investor interest in the Portfolio should increase as the portfolio stabilizes.

	·	Increase in Residual Value: When the Company acquires a Project, the appraisal is based solely on the cash flows projected from executed Project Rental Contracts, with no residual value assumed for the Project. There is a high probability that a Project will continue to create revenue after its initial contract period in the form of a contract extension, repositioning, or sale of energy into the merchant energy markets. This creates a sort of built-in "found value" for our Projects, which may be realized upon sale.

Investment Strategy

The Company sources its Projects from other companies who specialize in developing solar projects in Africa ("Development Companies"). The Company's relationship with Development Companies can take several different forms. Sometimes a Development Company will not only identify a potential project, but also permit, engineer and construct it. Sometimes a Development Company will provide operations and maintenance support for a Project after it's built. Sometimes a Development Company will sell us a Project and exit entirely.

Page 11

Development Companies are compensated for their work and their risk. This may include a developer fee or a continued economic interest in the Project. The Manager does not currently own a Development Company in Africa and the Company acquires all Projects from unrelated Development Companies. The Manager may stand up 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 Manager, we will cap the related-party development fee at 5.0% of the overall Project's cost, which we believe is below the standard market rate for developing a Project.

The Manager reviews Projects submitted by the Development Companies to identify investments that represent the greatest potential for risk-adjusted returns. We are specifically searching for Projects in countries with favorable economic conditions, large addressable markets and well-defined renewable energy policies, like South Africa. The Manager has a strong preference for Projects with credible Customers, albeit adjusted for the context of African economies.

The Manager believes the best investment strategy for African markets requires small investments in a broad base of Projects in a concentrated geographic area. The average risk of default by a Customer of a Solar Lease is higher in Africa than it may be in other markets, thus diversification is central to the Company's investment strategy. Placing small investments (<$2,000,000 per Project) will help reduce risk of loss as a whole and increase the level of impact on the local communities and businesses in which we invest. That said, every Project is vetted for its financial credibility by the Investment Committee and only approximately 20% of Projects we've reviewed have qualified for an investment to date.

We primarily invest in Projects with the following characteristics:

	·	Power Capacity: We intend to focus on Projects of between 0.1 megawatts and 2 megawatts. (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 Easy interconnection points with the electricity grid;

		o Strong solar irradiance; and

		o Country and state-level policies that enable the development of renewable energy Projects.

	·	Right to Site: 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 will obtain rights to access the Project to construct and maintain the Project ("Site Access"). For rooftop Projects, Site Access is most-commonly granted through the Solar Lease with the Customer. For Projects on remote real estate, we will either purchase or lease the property to ensure adequate Site Access is obtained.

	·	Connecting Projects to the Electric Grid: Most Projects acquired or constructed by the Company will require permission to interconnect to the local electric grid ("Interconnection"). This permission is granted by the local interconnecting utility company through an interconnection agreement and an associated permission to operate. In the case of certain smaller projects, interconnection rights may be granted through national and utility policy and not require an individual interconnection agreement.

	·	Our Solar Equipment: We use the same basic equipment used across the solar industry: the solar panels themselves, which turn sunlight into electrical energy; and the inverters, which convert the direct current from the panels to the alternating current used in homes and businesses. However, we buy our equipment only from certain manufacturers known for high quality and financial strength.

	·	Country-Level Policies and Environmental Commodities: Some regions in Africa have certain policies to promote the development of renewable energy projects. There are a wide range of policy types that include carbon credits, property and sales tax exemptions, net metering and community solar (referred to as "wheeling" in the South African context). The Company will seek to optimize those country-level policies in order to increase the expected return on investment for Investors which may include transactions with third parties to monetize carbon and renewable energy credits.

Thus, in most cases Investors are not exposed to any Project-level risks until all these conditions are satisfied. However, the Manager might make exceptions for exceptionally promising Projects. The Manager will have sole discretion over whether to acquire or invest in a Project. See "Risks Factors" for more information.

Page 12

The Sun Exchange

As of the date of this Offering, the Manager has sourced the most Projects from a Development Company named The Sun Exchange. The Sun Exchange is a small Development Company based in Cape Town, South Africa. They are a recognized brand in the South African solar market and have a pipeline of projects that meet the investment criteria described above. We expect to continue to source Projects from The Sun Exchange in the foreseeable future as well as from other Development Companies.

Investment Committee

When we find a Project that meets the fundamental criteria described above, we consider the Project for investment at a multi-disciplinary committee of experienced renewable energy executives of the Manager ("Investment Committee"). As of the date of this Offering Circular, the Investment Committee consists of a Managing Partner (Mike Silvestrini), General Counsel (Isabella Mendonca), a Financial Analyst (Arthur Issa) and the Director of Operations and Maintenance (David Rutty). To approve a Project for funding, a unanimous approval of the Project by the Investment Committee is required to move forward. A copy of the memorandum prepared by the Manager for each Project and used by the Investment Committee to make an investment decision is provided to Investors on the Platform and in our filings with the SEC.

Competition

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 African 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 our Manager, and others may be organized in the future, which may increase competition for the investments suitable for us.

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 assets that we have targeted for acquisition. Although we believe we are well positioned to compete effectively in each facet of our business, there is enormous 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 conduct our business effectively.

Our Revenue

From a recognition standpoint, we recognize the revenue from both the Solar Lease and the Purchase and Sale Agreement for Environmental Commodities when the invoice is sent to the Customer.

Revenue for the Company comes from the Projects. Revenue for the Projects comes from the payments we receive from Customers under Solar Leases and any Purchase and Sale Agreement for Environmental Commodities. The Company may also produce revenue by selling Projects.

The Company's total revenue during its most recent fiscal year ended December 31, 2022 and its most recent semi-annual period ended June 30, 2023 was $13,040 and $26,159, respectively, which is broken down below:

Revenue Recognition	Amount as of 12/31/2022	Amount as of 06/30/2023
Solar Lease Agreements	$13,040	$26,159
Purchase and Sale Agreement for Environmental Commodities	$0	$0
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	Solar Lease Agreement
Step 2 - Identify the Performance Obligations	Delivery of electricity from solar plant
Step 3 - Determine the Transaction Price	Amount contractually signed with customer
Step 4 - Allocate the Transaction Price	Obligation is satisfied by transferring control of the electricity produced to the customer
Step 5 - Recognize Revenue	At a point in time when the customer is invoiced

Page 13

Our Operating Costs and Expenses

The Company incurs a variety of costs and expenses, including:

	·	banking fees;

	·	legal expenses;

	·	payments to the Manager for fees and carried interest;

	·	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);

	·	accounting expenses

	·	annual financial audit expenses;

	·	depreciation;

	·	U.S. taxes.

The Projects also incur a variety of costs and 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;

	·	Property taxes;

	·	banking fees;

	·	taxes levied in African countries;

	·	depreciation;

	·	Project insurance.

The Company's total operating expenses for the most recent fiscal year were $18,860.

Page 14

U.S. and African Taxes

The following summarizes the most significant taxes that will be imposed on the Projects and the Company by countries and localities in Africa, as well as the federal income tax consequences of acquiring Class A Investor Shares. This summary is based on the current tax laws of African jurisdictions, the current U.S. Internal Revenue Code (the "Code"), the current regulations issued by the Internal Revenue Service ("Regulations"), and current administrative rulings and court decisions, all as they exist today. All of these tax laws could change in the future.

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.

African Taxes

The Company's Projects could be located in any number of African countries. Each country, and each local governmental units (e.g., states, towns, cities, counties, municipalities, etc.) might include any number of taxes on the Projects and the Company, including but not limited to income taxes, gross receipts taxes, and value-added taxes. In selecting Projects, the Company will take into account any material tax burdens. However, it is impossible to predict the actual tax burden today.

U.S. Federal Income Taxes

Classification as a Corporation

The Company will be treated as a corporation for federal income tax purposes. As a corporation, Cash received by investors will be treated as a combination of return of capital or qualified dividends. Qualified dividends will be taxed at the capital gains tax rate of either 0%, 15%, or 20%, depending on the investor's income tax bracket.

The General Intangible Low-Tax Income ("GILTI") tax on foreign investments is more favorable to our investors under a corporate tax structure as opposed to a partnership, where the tax on international assets would be levied on individuals. Under a partnership an investor would be responsible for 37% of all foreign profits generated from an international investment. A corporate tax structure allows the corporation to realize foreign tax credits. Under this corporate tax reporting structure, the corporate entity would only pay 21% tax on 50% of the foreign profits after foreign tax credits have been applied.

When the Company closes its books each year, it will post a profit/loss for that tax year. In accordance with the IRS, taxable dividends can only result from profit/loss of an "LLC treated as a corporation" which is how the Company is classified. When the Company's profit/loss for the year is less than the total distributions (which is often the case), the remaining distributions get filed in Box 3 of the Investor's 1099-DIV as non-dividend distributions. These distributions are non-taxable and are filed as a return of capital (and subtracted from the basis). When the Investor sells their shares or are bought out at the end of the portfolio's lifespan, the basis is what is used to determine the capital gains or losses realized by the sale of the shares.

Taxation of Dividends

The income of the Company will consist primarily of cash available for distribution ("CAFD") received from the Holdco in the form of a dividend. Because the Holdco is a foreign company, these dividends will be "non-qualified dividends" within the meaning of the Code and therefore subject to tax at ordinary income tax rates ("qualified dividends," including dividends from most U.S. corporations, are subject to tax at preferential rates).

Foreign Tax Credit

The Company, but not the Investors, might be entitled to credits for taxes paid by the Holdco in South Africa.

Page 15

Sale or Exchange of Class A Investor Shares

In general, the sale of Class A Investor Shares by an Investor will be treated as a sale of a capital asset. The amount of gain from such a sale will generally be equal to the difference between the selling price and the Investor's tax basis. Such gain will generally be eligible for favorable long-term capital gain treatment if the Class A Investor Shares were held for at least 12 months. However, to the extent any of the sale proceeds are attributable to substantially appreciated inventory items or unrealized receivables, as defined in Code section 751, the Investor will recognize ordinary income.

A gift of Class A Investor Shares will be taxable if the donor-owner's share of the Company's debt is greater than his or her adjusted basis in the gifted interest. The gift could also give rise to federal gift tax liability. If the gift is made as a charitable contribution, the donor-owner is likely to realize gain greater than would be realized with respect to a non-charitable gift, since in general the owner will not be able to offset the entire amount of his adjusted basis in the donated Class A Investor Shares against the amount considered to be realized as a result of the gift (i.e., the debt of the Company).

Transfer of Class A Investor Shares by reason of death would not in general be a taxable event, although it is possible that the IRS would treat such a transfer as taxable where the decedent-owner's share of debt exceeds the pre-death basis of his interest. The decedent-owner's transferee will take a basis in the Class A Investor Shares equal to its fair market value at death (or, in certain circumstances, on the date six (6) months after death), increased by the transferee's share of debt. For this purpose, the fair market value will not include the decedent's share of taxable income to the extent attributable to the pre-death portion of the taxable year.

Treatment of Distributions

Upon the receipt of any distribution of cash or other property, including a distribution in liquidation of the Company, an Investor generally will recognize income only to the extent that the amount of cash and marketable securities he, she, or it receives exceed the basis of his, her, or its Class A Investor Shares. Any such gain generally will be considered as gain from the sale of Class A Investor Shares.

Alternative Minimum Tax

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.

Taxable Year

The Company will report its income and losses using the calendar year. In general, each Investor will report his, her, or its share of the Company's income and losses for the taxable year of such Investor that includes December 31st, i.e., the calendar year for individuals and other owners using the calendar year.

Tax Returns and Information; Audits; Penalties; Interest

The Company will furnish each Investor with the information needed to be included in his federal income tax returns. 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.

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.

Page 16

Other U.S. Tax Consequences

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.

Summary of Supporting Contracts

The Company will cause the SPEs to enter into four main contracts for each Project:

	·	Purchase and Sale Agreements: When the Manager identifies a project that it believes, in its sole discretion, meets the investment criteria of the Company, it signs a "Purchase and Sale Agreement" to acquire the rights to the Project from a Development Company.

	·	Solar Leases: 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."

	·	Construction Contracts: To build the Projects, the SPE will hire a third party to provide engineering, procurement, and construction services pursuant to a contract we refer to as a "Construction Contract."

	·	Solar Leases: 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."

	·	Asset Management Agreements: The SPE will then hire a third party to operate the maintain the Projects pursuant to a contract we refer to as a "Project Maintenance Contract."

Although the final terms and conditions and contract title might differ from Project to Project, the rights and obligations of the parties will generally be consistent across all of the Projects.

Purchase and Sale Agreement

The principal terms of typical Purchase and Sale Agreement are as follows:

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

	·	The contract establishes the price.

	·	Seller transfers the project to Holdco.

Solar Lease

The principal terms of typical Solar Leases are as follows:

	·	The lease will, at a minimum, establish the:

		o rate the Customer will pay per kWh produced by the project;

		o an annual rate escalator, usually CPI + 2%;

		o the term of the contract, which is usually 20 years;

		o the exact location of the project on the Lessee's premises.

Page 17

	·	The Lessor shall pay for and manage the process of constructing the project. Upon the final completion of the construction phase, the Lessor agrees to lease the solar facility to the lessee.

	·	Lessor agrees to produce a monthly invoice that is the amount of kWh generated during the month (as confirmed by a meter reading) multiplied by the energy rate. Lessee agrees to pay such invoice.

	·	Lessee will not interfere with the project in any way including the erection of a physical structure that could cast a shadow on the project.

	·	Lessor agrees to engineer, procure and construct the project at the agreed upon location.

	·	Lessee agrees that is it should breach the obligation to pay the lease invoice for more than 60 days, it would be forced to pay an early termination fee which is established as a table in the agreement for each of the 20 possible years where such a breach could occur.

	·	Lessee may also exercise the option to buy the project for the same price as the early termination price at their discretion.

	·	At the end of the Term, provided that the Lessee is not in any breach of the agreement, the project will automatically transfer to the Lessee for no cost.

	·	The Lessor will insure the project.

	·	Disputes will be arbitrated by the South African Institute of Chartered Accountants (for financial disputes) or another expert agreed to by the parties.

	·	The Lessor is entitled to any and all environmental attributes generated by the project.

Construction Contracts

The principal terms of typical construction contracts are as follows:

	·	The contractor will provide all the services needed to design and build a Project on a turnkey basis, including:

		o Producing estimates of the potential electrical capacity;

		o Creating engineering drawings;

		o Supplying materials; and

		o Installing, assembling, and testing the equipment.

	·	For its services, the contractor will be entitled to a fixed fee.

	·	The fixed fee will be paid in accordance with a schedule based on progress milestones.

	·	The contractor will (i) be responsible for payment of all taxes, charges, tax contributions, and social security contributions related to the services performed; and ensure that all of its personnel are duly registered, are performing services in accordance with applicable laws, and are paid all wages, salary, labor, and social security charges for their work.

	·	The contractor will provide the Holdco with certain warranties for its services and the equipment supplied.

	·	The contractor must maintain certain specified insurance coverages.

	·	The contractor is subject to various penalties for failure to perform including Liquidated Damages.

Page 18

Asset Management Agreement

The principal terms of typical Asset Management Agreements are as follows:

	·	The third-party contractor will provide all services required to operate and maintain the Project, including:

		o Providing all personnel, equipment, and materials required for the efficient operation of the Project;

		o Preparing all supporting documentation and information related to the use and operation of the Project;

		o Inspecting transmission lines and substations at least twice annually and preparing a report suggesting services and maintenance to be performed on the Project;

		o Preparing and implementing operation and maintenance instructions, guides, and procedures specific to the Project, including contingency plans as necessary;

		o Performing routine inspections of the Project to ensure compliance with manufacturer's operation and maintenance standards;

		o Determining, and to the extent possible, performing or managing any additional services as necessary to remedy any actual or potential problems with the Project;

		o Registering the Project and all relevant equipment with the appropriate authorities; and

		o Managing the supply of all equipment inventory and spare parts.

	·	All services will be performed in accordance with their respective owner/operator manuals, applicable manufacturer and vendor warranties and specification, prudent operating practices and applicable laws.

	·	The contractor will regularly communicate with the SPE concerning the Project, including:

		o When any work is being done on the Project, holding monthly meetings;

		o Providing monthly reports;

		o Providing daily bulletins on the operation of the Project;

		o Preparing monthly management; and

		o Providing a report on any technical work performed on a Project.

	·	The SPE will pay the third-party contractor a fixed monthly fee plus an additional amount for unexpected parts or services not part of the Scope of Work. The fixed monthly fee is subject to adjustment based on inflation.

	·	The initial term of the contract is 60 months.

Page 19

Material Legal Proceedings

Neither the Company nor the Holdco are currently involved in any material legal proceedings.

Factors Likely to Impact the Performance of the Company

See "Market Outlook and Recent Trends" for information about the 2024 South Africa election, foreign exchange rates and loadshedding, each of which are factors likely to impact the performance of the Company.

The ability of the Company to conduct its business successfully depends on several other critical factors including, but not limited to:

	·	Adequate performance by Sun Exchange and other Development Companies: The Company relies in large part on the Development Companies, like Sun Exchange, to do a good job developing the Projects from start to finish. Like many companies in Africa, some of the Development Companies we may work with might be small and run into cash problems that may affect their ability to perform and meet their contractual obligations to the Company.

	·	Government Policies and Tariffs: Given the environmental and economic benefits of solar power, the Company expects the friendly attitude of certain African governments to continue. As we have seen in other markets, however, environmentally friendly policies can change quickly. If the governments in African markets where we have Projects succumb to pressure from incumbent energy producers, it could impose additional costs on the Projects.

	·	Foreign Exchange Risk: Some of our Projects sell electricity and/or environmental commodities in foreign currencies. The Manager collects payments from operating Projects monthly and converts the foreign currency into USD prior to making distributions to Investors. Should any of those foreign currencies weaken against the USD, actual distributions made to our Investors could be smaller than anticipated.

	·	Customer Credit Risk: unlike developed economies, many African economies are small and lack a broad base of quality Customers. To achieve the scale and diversification anticipated by the Company, we will need to invest in many Projects with many African companies. Some of these companies would not meet the underwriting standards of a conventional bank in the United States and may have shorter financial track records. They may have exposure to unfavorable market conditions, they may be affected by macro-economic trends in African markets and may be otherwise unable to make their payment obligations under contracts.

Description of Property

The only property owned by the Company are the Projects.

Projects Acquired and Owned

As of October 19, 2023, we have invested into eleven (11) Projects, each of which were described more fully in various filings with the SEC since the date our Offering Circular was initially qualified by the SEC (August 2, 2021). The table below lists the total amount the Company invested into each Project, the estimated cost of each Project and the percent of ownership the Company has in each Project. 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	Project Size (AC)	Amount Invested	% Ownership	Estimated Cost	Form 1-U
Spar Lulekani	360kW	$23,369	6.72%	$23,369	Link
Nhimbi Fresh	500kW	$24,631	1.74%	$24,631	Link
Anchor Foods	110kW	$109,334	100%	$109,334	Link
CPOA Avondrust	150kW	$99,024	46.39%	$99,024	Link
CPOA Trianon	100kW	$163,624	100%	$163,624	Link
Zandvliet	100kW	$74,999	74.54%	$74,999	Link
Baysville	100kW	$25,000	25.98%	$25,000	Link
Connaught Park	400kW	$411,362	100%	$411,362	Link
CPOA Quadrant Gardens	100kW	$90,710	100%	$90,710	Link
CPOA Constantia Place	125kW	$115,108	100%	$115,108	Link
Laerskool Havinga	100kW	$191,151	100%	$191,151	Link
Total		$1,328,312		$1,328,312

* as of December 26, 2023

Page 20

Management Discussion and Analysis of Financial Condition and Result of Operation

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"). Unless otherwise indicated, the latest results discussed below are as of June 30, 2023.

Summary of Key Accounting Policies

Investments

For financial statement purposes, the Company accounts for investments in solar projects (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.

Impairment

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 (group) 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 (group) in question to its carrying amount (as a reminder, entities cannot record an impairment for a held and used asset unless the asset first fails this recoverability test).

	·	Measurement of an impairment - If the undiscounted cash flows used in the test for recoverability are less than the carrying amount of the long-lived asset (group), determine the fair value of the long-lived asset (group) and recognize an impairment loss if the carrying amount of the long-lived asset (group) exceeds its fair value.

Revenue Recognition

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

	·	Step 2: Specify performance obligations

	·	Step 3: Establish transaction price

	·	Step 4: Allocate transaction price to performance obligations

	·	Step 5: Recognize revenue

Market Outlook and Recent Trends

The majority of the Projects are located in South Africa, a nation grappling with flagrant racial tension, economic disparity, and political instability. These problems that may result in risk to the Projects. The chief concerns facing the Projects in South Africa currently are the election expected to take place in 2024, the weakening of the South African rand and load shedding.

2024 South Africa Election

The upcoming election looms amidst a backdrop of severe political turmoil, marked by a noticeable decline in the quality of government services and its ability to fulfill its duties to citizens. The ruling African National Congress ("ANC") is facing a pivotal vote, potentially leading to the loss of power for the first time since the inception of democracy in 1994.

The repercussions for South Africa and the surrounding region are substantial. Ongoing electricity shortages in South Africa and the weakening state of local governments will transform the 2024 election into a referendum on the ANC's performance. In the local elections of November 2021, the ANC was unable to secure an absolute majority in the country's metropolitan municipalities. These local contests provide a preview of what may unfold on the national stage.

There's a prevailing sense of unease regarding the ability of any coalition government to address the daunting challenges confronting South Africa. Escalating corruption, coupled with the rapid deterioration of public infrastructure, particularly the electricity supply (see "Load Shedding" below), have provided opposition parties with an opportunity to challenge the ANC's longstanding political dominance. The outcome hinges on whether opposition parties can successfully form a coalition. This will determine whether South Africa can make strides towards establishing a more open and competitive democracy, notwithstanding recent setbacks, or if the country will experience further regression in the medium term. The prevailing concern is whether a coalition government can effectively tackle the challenges facing South Africa, given various instabilities and the consistent shifts in government in most coalition-led cities.

Exchange Rates Between the South African Rand and the United States Dollar

Over the past 24 months, the foreign exchange rates between the South African Rand (ZAR) and the US Dollar (USD) have been subject to significant fluctuations. This period has witnessed a mix of economic and geopolitical factors that have influenced the value of these currencies relative to each other. Initially, the South African Rand faced challenges due to uncertainties surrounding global trade tensions and concerns about the country's domestic economic growth. These factors led to periods of depreciation against the US Dollar, creating volatility in the exchange rates.

However, the Rand demonstrated resilience during certain periods as well. It managed to regain some ground against the Dollar as commodity prices, especially precious metals like gold and platinum, which South Africa is a significant producer of, experienced price increases. Additionally, market sentiment and risk appetite played a role in shaping the exchange rates during this period, with fluctuations driven by shifts in investor confidence, global economic indicators, and central bank policies, both in the United States and South Africa.

Overall, the foreign exchange rates between the South African Rand and the US Dollar over the last 24 months have been dynamic, influenced by a range of internal and external factors, making it essential for investors and businesses to closely monitor these developments to navigate the potential impacts on trade, investment, and financial planning.

Page 21

Distribution Date	Distributable Cash Flow	Preferred Return	Promoted Interest*	Total Class A Investor Distributions (Including Preferred Return)	Cash on Cash Yield**
04/06/2021	-	-	-	-	-
04/26/2021	-	-	-	-	-
05/21/2021	-	-	-	-	-
07/29/2021	-	-	-	-	-
08/26/2021	-	-	-	-	-
09/23/2021	116.81	81.826	-	116.81	0.24%
10/30/2021	241.58	169.228	-	241.58	0.50%
11/30/2021	101.74	74.352	-	101.74	0.06%
12/24/2021	112.23	79.768	-	112.23	0.06%
2021 Total	*$ 572.36*	*$ 405.17*	*$ -*	*$ 572.36*	*0.86%*
01/26/2022	209.71	148.459	-	209.71	0.08%
02/24/2022	120.23	85.325	-	120.23	0.03%
03/29/2022	334.48	232.937	-	334.48	0.08%
04/29/2022	331.59	236.001	-	331.59	0.07%
05/31/2022	938.81	677.229	-	938.81	0.15%
06/30/2022	1084.96	782.657	-	1084.96	0.16%
07/29/2022	913.84	700.277	-	913.84	0.13%
08/27/2022	1119.77	846.482	-	1119.77	0.14%
09/27/2022	1401.61	1020.152	-	1401.61	0.18%
10/27/2022	1801.99	1280.110	-	1801.99	0.23%
11/29/2022	2304.2	1636.874	-	2304.2	0.26%
12/28/2022	3101.53	2203.287	-	3101.53	0.31%
*2022 Total*	*$ 13,662.72*	*$ 9,849.79*	*$ -*	*$ 13,662.72*	*1.79%*
01/26/2023	3528.87	2542.370	98.65	3430.22	0.31%
02/24/2023	3995.29	2847.590	114.77	3880.52	0.31%
03/27/2023	3605.33	2603.730	100.16	3505.17	0.25%
04/27/2023	4540.45	3332.650	120.78	4419.67	0.29%
05/26/2023	5011.38	3352.247	248.87	4762.51	0.28%
06/26/2023	5923.7	4054.700	186.9	5736.8	0.30%
07/25/2023	3239.31	2223.810	101.55	3137.76	0.16%
08/28/2023	2294.09	1826.447	-	2294.09	0.10%
09/27/2023	2759.92	1863.809	80.65	2679.27	0.11%
10/27/2023	4554.37	3233.481	118.88	4435.49	0.18%
11/24/2023	5519.31	3916.421	144.26	5395.84	0.22%
12/26/2023	8703.91	6194.688	225.83	8478.01	0.33%
2023 Total	*$ 53,675.93*	*37,991.94*	*$ 1,541.30*	*$ 52,153.96*	*2.83%*
*TOTAL*	*$ 67,911.01*	*$ 48,246.91*	*$ 1,541.30*	*$ 66,389.04*	*5.48%*

	·	Sale of Energy under Solar Leases

	·	Sale of Environmental Commodities under Purchase and Sale Agreements for Environmental Commodities

	·	Net Proceeds from Capital Transactions
		o Originates from the sale or refinancing of Projects
		o Net proceeds are the gross proceeds of the capital transaction minus associated expenses, including debt repayment

	·	Liquidated Damages from Construction Agreements
		o Penalties paid by EPC Contractors when Projects are delivered behind schedule
		o LDs are not booked as revenue but are considered distributable cash flow

Name	Position with Manager	Age	Term of Office	Approximate Hours Per Week If Not Full Time (1)
*Executive Officers*
Mike Silvestrini	Managing Partner	43	01/01/2017 - Present	Full Time
Gray Reinhard	Managing Partner	39	01/01/2020 - Present	Full Time

*Significant Employees*
Isabella Mendonça	General Counsel	32	10/02/2020 - Present	Full Time
Arthur Issa	Financial Analyst	29	05/23/2018 - Present	Full Time
Tyler Hurlburt	Director of Investment Relations	45	11/03/2020 - Present	Full Time
Marta Coehlo	Controller	51	12/07/2018 - Present	Full Time
Dave Rutty	Director of Construction	34	06/13/2022 - Present	Full Time
Kathy Koser	Director of Compliance	43	08/01/2021 - Present	Full Time

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

Type of Fee	Description
Reimbursement of Organization, Offering and Marketing Expenses	The Company must reimburse the Manager for expenses the Manager incurs in connection with the Offering before the Offering Circular is qualified by the Securities and Exchange Commission. As of the date of this Offering Circular, we estimate that those expenses will be approximately $60,000.

Asset Management Fees	The Manager will charge the Company a monthly asset management fee equal to 0.167% of the aggregate capital that has been invested in the Company.

Promoted Interest	See "Promoted Interest"* below*

Developer Fees	The Manager might originate and develop Projects that are acquired by the Company. If so, the Manager shall be entitled to compensation that is no greater than 5.0% of the Project's cost. The amount of the developer fee will depend on the number of Projects the Manager develops for the Company and their cost. We cannot make a reasonable estimate at this time.

Interest on Loans	The Manager might lend to the Company to fund the acquisition or investment in Projects or for other purposes. Such a loan will bear interest at market rates. The amount of interest will depend on the amount and term of any such loans.

O&M and Credit Management Services	Energea may provide O&M services to the Projects owned by the Company at market rates.

	·	First, a preferred return equal to a 7% IRR to Class A Investors (the "Preferred Return").

	·	Thereafter, any additional cash flow 70% to the Investors and 30% to the Manager (the "Promoted Interest")

	·	Energea Portfolio 2 LLC ("Portfolio 2"), which was formed to acquire and operate projects located in Brazil with residential and small business customers.

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

	·	They receive fees and other compensation, including for services provided;

	·	They may invest alongside Investors and, if so, will receive the same distributions as Investors;

	·	They receive the Promoted Interest; and

	·	They receive interest on loans to the Company.

	·	The total returns the Company is able to achieve;

	·	When those returns are achieved;

	·	When the Company distributes money to Investors; and

	·	The amount of expenses the Company incurs.

	·	The fees paid to the Manager and its affiliates; and

	·	Any transactions between the Company and the Manager or its affiliates.

Stage of Company	Compensation
Organization of Company	· Reimbursement of Expenses

Acquisition of Projects	· Asset Management Fee
	· Developer Fee
	· Interest on Loans (if applicable)

Operation of Projects	· Asset Management Fee
	· Promoted Interest
	· O&M Service Fees

Sale of Projects	· Asset Management Fee
	· Promoted Interest

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	4,606	N/A	0.2044%
Michael Silvestrini	1,903(3)	N/A	0.0844%
Christopher Sattler	1,395(3)	N/A	0.0618%
Gray Reinhard	8	N/A	0.0004%
All directors and executive officers of our Manager as a group (3 persons)	3,306	N/A	0.1466%
	-		-

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

	·	The Manager or a subsidiary of the Manager (i.e. Energea Portfolio 3 Africa LLC;

	·	Any director, executive officer, or significant employee of the Company or the Manager;

	·	Any person who has been nominated as a director of the Company or the Manager;

	·	Any person who owns more than 10% of the voting power of the Company or the Manager; and

	·	An immediate family member of any of the foregoing.

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

	·	The Authorizing Resolution, which can be found here.

	·	An uncured breach of the LLC Agreement by the Manager; or

	·	The bankruptcy of the Manager; or

	·	Certain misconduct on the part of the Manager, if the individual responsible for the misconduct is not terminated.

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

	·	If the Manager determines that the Investor has engaged in certain misconduct described in the LLC Agreement.

	·	Cure ambiguities or inconsistencies in the LLC Agreement;

	·	Add to its own obligations or responsibilities;

	·	Conform to this Offering Circular;

	·	Comply with any law;

	·	Ensure that the Company isn't treated as an "investment company" within the meaning of the Investment Company Act of 1940;

	·	Do anything else that could not reasonably be expected to have, an adverse effect on Investors

*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.

	·	Distributions: As the holder of the Common Shares, the Manager will be entitled to the distributions of the Promoted Interest.

	·	Voting Rights: The Common Shares will have no voting rights per se. However, the Manager, in its capacity as the manager of the Company, will control the Company.

	·	Obligation to Contribute Capital: Holders of the Common Shares will have no obligation to contribute capital to the Company.

	·	Redemptions: Holders of the Common Shares will have no right to have Common Shares redeemed.

	·	Your name and address

	·	Your email address

	·	Your social security number (for tax reporting purposes)

	·	Whether you are an "accredited investor"

	·	If you not an accredited investor, your income and net worth

	·	A natural person who has individual net worth, or joint net worth with the person's spouse, that exceeds $1 million at the time of the purchase, excluding the value of the primary residence of such person;

	·	A natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year;

	·	A trust with assets in excess of $5 million, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person;

	·	A business in which all the equity owners are accredited investors;

	·	An employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million;
	·	A bank, insurance company, registered investment company, business development company, or small business investment company;

	·	A charitable organization, corporation, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets exceeding $5 million; and

	·	A director, executive officer, or general partner of the company selling the securities, or any director, executive officer, or general partner of a general partner of that issuer.

	·	our Current Reports for 2023 on Form 1-U filed with the SEC on January 6, 2023, September 28, 2023, November 27, 2023, and November 27, 2023
	·	the Company's Annual Report for the fiscal year ended December 31, 2022 on Form 1-K
	·	the Company's Semi-Annual Report for the semi-annual period ended June 30, 2023 on Form 1-SA

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

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

Adjusted Operating Cash Flow	For each Project, the actual estimated monthly operating cash flows reduced by a fixed percentage to yield an internal rate of return of 6% for the Project.
Advisers Act	Investment Advisers Act of 1940.
Asset Management Agreements	The contract whereby the Company or Holdco will hire a third party to operate and maintain the Projects.
Authorizing Resolution	The authorization adopted by the Manager pursuant to the LLC Agreement that created the Class A Investor Shares.
Blue Sky Law	State securities regulations.
CAFD	Cash available for distribution.
Class A Investor Shares	The limited liability company interests in the Company being offered to Investors in this Offering.
Code	The Internal Revenue Code of 1986, as amended (i.e., the federal tax code).
Company	Energea Portfolio 3 Africa LLC, a Delaware limited liability company, which is offering to sell Class A Investor Shares in this Offering.
Construction Contract	The contract whereby the Company or Holdco will hire a third party to provide to provide engineering, procurement, and construction services for a Project.
Customer	Offtaker of electricity and environmental commodities.
DERMS	Distributed Energy Resource Management Systems.
Development Company	A company focused on acquiring and/or developing solar power projects.
Energea Global	Energea Global LLC, a Delaware limited liability company, which is owned by Michael Silvestrini and Chris Sattler and serves as the Manager.
Energy Rate	The price per kWh
Estimated NOI	Estimated Net Operating Income.
Exchange Act	The Securities Exchange Act of 1934.
Financial Model	The financial model prepared by the Manager for each Project, projecting all the costs and distributions of the Project.
GILTI	General Intangible Low-Tax Income, a federal U.S. tax on profits made by companies outside the United States.
Holdco	A South African Limited Liability Company we created to own and operate the Projects, and a wholly owned subsidiary of the Company.
Investment Committee	A multi-disciplinary committee of experienced renewable energy executives of the Manager which decides which Projects the Company will invest in.
Investor	Anyone who purchases Class A Shares in the Offering.
Investor Services Agreement	The agreement between the Company and Sun Exchange captioned "Investor Services Agreement."
IRR	Internal rate of return.
JOBS Act	Jumpstart Our Business Startups Act of 2012
kWh	A single, billable unit of energy generated by a Project
LLC Agreement	The Company's Limited Liability Company Agreement dated March 21, 2021.
Manager	Energea Global LLC, a Delaware limited liability company.
Manager Shares	The limited liability company interests in the Company that will be owned by the Manager.
NAV	Net Asset Value
NPV	Net Present Value
Offering	The offering of Class A Investor Shares to the public pursuant to this Offering Circular.
Offering Circular	The Offering Circular you are reading right now, which includes information about the Company and the Offering.
Platform	The Manager's website: www.energea.com
Power Purchase Agreement	Term used for the contract that Customers sign in the Solar Lease.
Preferred Return	A 7% per year preferred return to Class A Investors before the Manager earns a Promoted Interest.
Prior Offering	Energea Portfolio 3 Africa LLC's initial offering qualified on August 2, 2021.
Project	A solar power product in which the Company invests.
Project Maintenance Contract	When the SPE hires Energea Africa to perform the actual O&M services.
Promoted Interest	The right of the Manager to receive distributions under the LLC Agreement, over and above its right to receive distributions in its capacity as an Investor.
Redemption Plan	The redemption plan whereby Investors may request redemption of their Class A Investor Shares following 60 days after purchase.
Redemption Price	The price at which Redemption Requests will be processed, based on the current price per Class A Investor Shares at the time the Redemption Request is made, reduced by the aggregate sum of distributions, if any, with record dates during the period between the Redemption Request date and the redemption date, and subject to a discount based on the time the Redemption Request is submitted.
Redemption Request	A request for redemption submitted through the Platform for up to $50,000 in Class A Investor Shares.
Purchase and Sale Agreement	The contract whereby the Company or Holdco will use to purchase a project from a seller/Development Company.
Regulations	Regulations issued under the Code by the Internal Revenue Service.
Regulation A	Regulation A of the Securities Act of 1933 is an exemption from registration requirements for public offerings.
SEC	The U.S. Securities and Exchange Commission.
Securities Act	The Securities Act of 1933.
Solar Lease	The agreement signed by the Customer to purchase the electricity produced by the Project.
Sun Exchange	Sun Exchange, Ltd., a company organized under the laws of South Africa.
USD	The currency of the United States called dollars.
U.S. GAAP	United States Generally Accepted Accounting Principles.
ZAR	South African rand (currency).

Exhibit 2.1**	Certificate of Formation of the Company filed with the Delaware Secretary of State on March 11, 2021 (incorporated by reference to the copy thereof filed as Exhibit 1A-2A to the Company's Form 1-A filed January 4, 2024).
Exhibit 2.2**	Limited Liability Company Agreement of the Company dated April 30, 2021 (incorporated by reference to the copy thereof filed as Exhibit 1A-2B to the Company's Form 1-A filed January 4, 2024).
Exhibit 2.3**	Authorizing Resolution of the Company dated April 30, 2021 (incorporated by reference to the copy thereof filed as Exhibit 1A-2C to the Company's Form 1-A filed January 4, 2024).
Exhibit 4**	Form of Investment Agreement (incorporated by reference to the copy thereof filed as Exhibit 1A-4 to the Company's Form 1-A filed January 4, 2024).
Exhibit 6.1**	Investor Services Agreement between the Company and Sun Exchange (incorporated by reference to the copy thereof filed as Exhibit 1A-6A to the Company's Form 1-A filed January 4, 2024).
Exhibit 6.2**	Cell Owner Agreement between the Company and the Trust (incorporated by reference to the copy thereof filed as Exhibit 1A-6B to the Company's Form 1-A filed January 4, 2024).
Exhibit 11.1	Consent of Independent Auditor (2023)
Exhibit 11.2*	Consent of Goodwin Procter (included in Exhibit 12)
Exhibit 12*	Legal opinion Goodwin Procter