EXPLANATORY NOTE
This Offering Circular of Energea Portfolio 5 LATAM LP is filed as a
Post-Qualification Amendment No. 1 ("PQA") to the offering
statement qualified by the U.S. Securities and Exchange Commission on
February 5, 2026 pursuant to Rule 252(f) of Regulation A under the
Securities Act of 1933.
This PQA includes the Company's audited financial statements for the
fiscal year ended December 31, 2025, and updates certain disclosures in
the previously qualified Offering Circulars. In particular, this PQA
consolidates disclosures made in all Form 1-U, Form 1-SA, Form 253(g)
and/or Form 1-K filings made on behalf of the Company since February 5,
2026. This amendment is filed to update the Offering Circular and
maintain current disclosure in accordance with Regulation A.
Unless otherwise indicated or the context otherwise requires, all
information in this Offering Circular reflects the terms and conditions
as of the date of this amendment.
Post-Qualification Offering Circular
Amendment No. 1
File No. 024-12630
Part II - Information Required in Offering Circular
AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE
SECURITIES HAS BEEN FILED WITH THE U.S. SECURITIES AND EXCHANGE
COMMISSION (THE "SEC"). INFORMATION CONTAINED IN THIS OFFERING
CIRCULAR MAY BE SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES
MAY NOT BE SOLD AND OFFERS TO BUY MAY NOT BE ACCEPTED BEFORE THE
OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED, AND ANY
SUCH OFFER OR SALE WILL BE MADE ONLY IN ACCORDANCE WITH APPLICABLE
LAW. THIS OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF
THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR
SALE WOULD BE UNLAWFUL. WE MAY ELECT TO SATISFY OUR OBLIGATION TO
DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO
BUSINESS DAYS AFTER THE COMPLETION OF OUR SALE TO YOU THAT CONTAINS
THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN
WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.
Page i
Energea Portfolio 5 LATAM LP
Up to $50,000,000 in Class A Investor Shares
Offering Circular (Subject to
Completion)
Dated: [ ], 2026
This Offering Circular Follows the Form 1-A Disclosure Format
Energea Portfolio 5 LATAM LP (the "Company", "us", "we", "our"
and similar terms) is a limited partnership organized under the laws of
Delaware to invest in the acquisition, development, and operation of
solar energy projects in countries in the Central America, South America
and/or the Caribbean located below the southern border of the United
States (such countries are herein after referred to as "Latin America" or "LATAM" and each such solar energy project is hereinafter
referred to as a "Project"). The Company may also lend money to
Development Companies and use solar projects as collateral rather than
acquiring Projects for direct ownership (each a "Loan"). The
Company's day-to-day operations are managed by Energea Global LLC (the
"General Partner" and together with its affiliates "Energea Global").
The Company is currently offering up to $50.0 million in limited
partnership interests designated as "Class A Investor Shares"
(the "Offering") pursuant to Regulation A ("Regulation A")
of the Securities Act of 1933, as amended (the "Securities Act").
The Class A Investor Shares are offered at a fixed price established by
the General Partner. The fixed price is based on the Company's most
recently determined Investor NAV per Class A Investor Share, as
described under Price of Class A Investor Shares. The current
fixed price will be published on the Platform, and the minimum initial
investment is $100.
There is currently no established secondary market for the Class A
Investor Shares, and Investors may not be able to sell their Class A
Investor Shares. While Investors should view an investment in the
Company as long-term, the Company offers a Redemption Plan in order
to provide Investors with an opportunity to obtain liquidity. See
Securities Being Offered: The Class A Investor Shares-Summary of LP
Agreement and Authorizing Resolution-Redemption Plan and Risk
Factors-No Market for the Class A Investor Shares; Limits on
Transferability.
Investors may not be able to sell their Class A Investor Shares
except by submitting a Redemption Request to the Company
through our General Partner's website, www.energea.com (the
"Platform"). Pursuant to the Redemption Plan, Investors must hold their
Class A Investor Shares for at least 60 days before they can
request redemption of their Class A Investor Shares via the
Platform; if the General Partner agrees to honor a Redemption
Request, the Company has 90 days to make payment on such
redemption; and the General Partner may, in its sole discretion,
amend, suspend, or terminate the Redemption Plan at any time
without prior notice. Additionally, Class A Investor Shares may
not be transferred without the Company's consent, which can be
withheld in its sole discretion, and the General Partner has a
right of first refusal to purchase any Class A Investor Shares
proposed to be transferred.
See Redemption Plan and Risk Factors-No Market for the Class A
Investor Shares.
Investors should note that the General Partner may decide to sell
the Projects or the Company at any time. Should the General Partner
decide to sell the Company, Investors could be forced to sell their
Class A Investor Shares at the direction of the General Partner. See
Drag-Along Right.
The purchase of these securities involves a high degree of risk.
Before investing, you should read this entire Offering Circular and
exhibits hereto, including Risk Factors.
Page ii
The Company is selling Class A Investor Shares directly to the public
through the Platform. Those interested in investing will find this
Offering Circular, along with all SEC filings for the Company, on the
Platform. Prior to making an investment, potential Investors will be
required to create a password-protected account and provide certain
personal information as required by law. The Platform also provides
potential Investors the ability to contact an Energea representative for
assistance. For more information, please see How To Invest.
The General Partner is not engaged in the business of underwriting
securities. The General Partner is an associated person of the Company
(relying on the Safe Harbor provided in Rule 3a4-1 of the Securities
Exchange Act of 1934, as amended), and is acting as a fiduciary that is
substantially focused on managing the Company. The General Partner's
activities consist of administrative and informational activities
including hosting and maintaining the Platform. The General Partner acts
solely on behalf of the Company and in compliance with a Tier 2
Regulation A offering upon qualification of the Company's Form 1-A.
Neither the Company nor any affiliated entity involved in this Offering
is a member firm of the Financial Industry Regulatory Authority, Inc.
("FINRA"), and no person associated with this Offering will be
deemed to be a broker solely by reason of his or her participation in
the sale of our Class A Investor Shares. Investors will not pay upfront
selling commissions or broker fees in connection with the purchase of
Class A Investor Shares. We will reimburse our General Partner for
certain expenses incurred on our behalf, and pay our General Partner
certain fees, as described further under
Compensation of General Partner.
This is a "best efforts - no minimum" offering.
The Offering commenced upon qualification of our offering statement by
the SEC and will continue until the date we raise the maximum amount
being offered, unless earlier terminated by the Company. We will
reimburse the General Partner for marketing expenses in an amount up to
5% of the total Offering amount raised. See Use of Proceeds.
|
|
Per Share
|
Total Maximum
|
|
Public Offering Price
|
$1.15
|
$50,000,000
|
|
Marketing Expenses
|
$0.06
|
$2,500,000
|
|
Proceeds to the Company from this Offering to the
Public
|
$1.09
|
$47,500,000
|
THE SEC DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY
SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS
JUDGEMENT UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR
OR OTHER SOLICITING MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT
TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE
COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE
SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.
GENERALLY, NO SALE MAY BE MADE TO A NON-ACCREDITED INVESTOR FROM THIS
OFFERING IF THE AGGREGATE PURCHASE PRICE THE NON-ACCREDITED INVESTOR
PAYS IS MORE THAN 10% OF THE GREATER OF THEIR ANNUAL INCOME OR NET
WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL
PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES
NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE
251(D)(2)(I)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING,
WE ENCOURAGE YOU TO REFER TO WWW.INVESTOR.GOV FOR MORE INFORMATION,
SEE LIMIT ON AMOUNT A NON-ACCREDITED INVESTOR CAN INVEST.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR
DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR
ACCURACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
Page iii
TABLE OF CONTENTS
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Page iv
We make statements in this Offering Circular that are
forward-looking statements. The words "outlook," "believe,"
"estimate," "potential," "projected," "expect," "anticipate,"
"intend," "plan," "seek," "may," "could" and similar expressions or
statements regarding future periods are intended to identify
forward-looking statements. These forward-looking statements involve
known and unknown risks, uncertainties and other important factors
that could cause our actual results, performance or achievements, or
industry results, to differ materially from any predictions of
future results, performance or achievements that we express or imply
in this Offering Circular or in the information incorporated by
reference into this Offering Circular.
The forward-looking statements included in this Offering Circular
are based upon our current expectations, plans, estimates,
assumptions and beliefs that involve numerous risks and
uncertainties. Assumptions relating to the foregoing involve
judgments with respect to, among other things, future economic,
competitive and market conditions and future business decisions, all
of which are difficult or impossible to predict accurately and many
of which are beyond our control. Although we believe that the
expectations reflected in such forward-looking statements are based
on reasonable assumptions, our actual results and performance could
differ materially from those set forth in the forward-looking
statements. Factors which could have a material adverse effect on
our operations and future prospects include, but are not limited
to:
·
our ability to effectively deploy the proceeds raised from this
Offering;
·
ability to attract and retain Investors on the Platform;
·
risks associated with breaches of our data security;
·
public health crises, pandemics and epidemics, such as those
caused by new strains of viruses such as H5N1 (avian flu), severe
acute respiratory syndrome (SARS) and, most recently, the novel
coronavirus (COVID-19);
·
climate change and natural disasters that could adversely affect
our Projects and our business;
·
changes in economic conditions generally and the renewable energy and
securities markets specifically;
·
limited ability to dispose of assets because of the relative
illiquidity of renewable energy Projects and Loans;
·
our failure to obtain necessary outside financing;
·
risks associated with derivatives or hedging activity;
·
intense competition in LATAM renewable energy markets that may limit
our ability to attract or retain Customers (as defined below);
·
defaults under Supporting Contracts (see Summary of Supporting
Contracts);
·
increased interest rates and/or operating costs;
·
the risk associated with potential breach or expiration of a ground
lease, if any;
·
our failure to successfully construct, interconnect, operate or
maintain the Projects;
Page 1
·
inability of a Borrower to make payments on a Loan;
·
the failure of Projects and Loans to yield anticipated results;
·
exposure to liability relating to environmental and health and safety
matters;
·
our level of debt and the terms and limitations imposed on us by our
debt agreements;
·
our General Partner's ability to retain executive officers and other
key personnel;
·
the ability of our General Partner to source, originate and service
our Projects and Loans;
·
the ability for our engineering, procurement and construction
contractors and equipment manufacturers to honor their contracts
including warranties and guarantees;
·
regulatory changes impacting our business or our assets (including
changes to the laws governing the taxation of corporations and SEC
guidance related to Regulation A, or the Jumpstart Our Business
Startups Act of 2012 (the "JOBS Act");
·
changes in business conditions and the market value of our Projects,
including changes in renewable energy policy, interest rates,
prepayment risk, operator or Borrower defaults or bankruptcy, and
generally the increased risk of loss if our investments fail to
perform as expected;
·
our ability to implement effective conflicts of interest policies and
procedures among the various renewable energy investment opportunities
sponsored by our General Partner; and
·
changes to U.S. generally accepted accounting principles ("U.S. GAAP").
Any of the assumptions underlying forward-looking statements could
be inaccurate. You are cautioned not to place undue reliance on any
forward-looking statements included in this Offering Circular. All
forward-looking statements are made as of the date of this Offering
Circular and the risk that actual results will differ materially
from the expectations expressed in this Offering Circular will
increase with the passage of time. We undertake no obligation to
publicly update or revise any forward-looking statements after the
date of this Offering Circular, whether because of new information,
future events, changed circumstances or any other reason.
Considering the significant uncertainties inherent in the
forward-looking statements included in this Offering Circular,
including, without limitation, those named above and those named
under Risk Factors, the inclusion of such forward-looking statements
should not be regarded as a representation by us or any other person
that the objectives and plans set forth in this Offering Circular
will be achieved.
Page 2
Energea Portfolio 5 LATAM LP (the "Company") is a limited
partnership organized under the laws of Delaware. The Company has
elected to be taxed as a "C" corporation for United States federal and
state income tax purposes. The Company's day-to-day operations are
managed by Energea Global LLC (the "General Partner"). As of the
date of this Offering Circular, we do not have any Projects and we have
made one (1) Loan (which is further described below) and we have not
generated any revenue.
The Company was created to invest in the acquisition, development, and
operations of solar energy projects in LATAM countries (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. The Company may also lend money
to Development Companies (which we collectively refer to as
"Borrowers") and use solar projects as collateral rather than
acquiring Projects for direct ownership (each a "Loan").
As the Company earns revenue, it will use the revenue to pay for
operating expenses (see Our Operating Expenses) and distribute
the remaining cash to the holders of our Class A Investor Shares (our
"Investors"), our Reg D Investors (as such term is defined herein
and together with the Investors, the "Limited Partners") and the
holders of our Common Shares (which is currently the General Partner).
See Company Operations and Other Matters.
The Company is offering up to $50.0 million of Class A Investor Shares
pursuant to Regulation A. The proceeds of our Offering will be used to
construct and/or acquire Projects and to issue Loans.
We are offering to sell, and seeking offers to buy, the shares only
in jurisdictions where such offers and sales are permitted. You
should rely only on the information contained in this Offering
Circular. We have not authorized anyone to provide you with any
information other than the information contained in this Offering
Circular. The information contained in this Offering Circular is
accurate only as of its date, regardless of the time of its delivery
or of any sale or delivery of our securities. Neither the delivery
of this Offering Circular nor any sale or delivery of our securities
shall, under any circumstances, imply that there has been no change
in our affairs since the date of this offering circular. This
offering circular will be updated and made available for delivery to
the extent required by the federal securities laws.
The Company generates cash flow in five ways: (i) payments from
Projects, (ii) payments from Loans (iii) Liquidated Damages from
Construction Agreements, (iv) Net Proceeds from Capital Transactions,
and (v) returns from investments (for example, interest gained from a
money market savings account from cash-on-hand) ("Company Investments"). Cash flow will first be used to pay operating costs and expenses,
including Fees and reimbursements payable to our General Partner (see
Our Operating Expenses). The remaining cash flow, if any, is
distributed to the Limited Partners at the discretion of the General
Partner (see Distributions).
Be advised that only proceeds on the interest, and not on the repayment
of the principal, which the Company receives from Loans and returns from
Company Investments will be eligible for distribution. Repayment of
principal of either Loans or Company Investments will not be eligible to
be distributed to the Limited Partners and will be available for
investment by the Company, in the General Partner's sole discretion.
See Compensation of General Partner and Distributions for
more detailed information regarding Fees and distributions payable to
the General Partner.
Investors have no voting rights.
Page 3
CAUTION: ALTHOUGH THE CASH FLOW FROM OUR PROJECTS AND LOANS WILL LARGELY
BE ESTABLISHED BY CONTRACT IN ADVANCE, THERE IS NO GUARANTEE THAT OUR
PROJECTS OR LOANS WILL GENERATE ANY POSITIVE CASH FLOW.
BUYING CLASS A INVESTOR SHARES IS SPECULATIVE AND INVOLVES SIGNIFICANT
RISK, INCLUDING THE RISK THAT INVESTORS COULD LOSE SOME OR ALL OF THEIR
MONEY. THIS SECTION DESCRIBES SOME OF THE MOST SIGNIFICANT FACTORS THAT
THE COMPANY BELIEVES MAKE AN INVESTMENT IN THE CLASS A INVESTOR SHARES
RISKY. THE ORDER IN WHICH THESE FACTORS ARE DISCUSSED IS NOT INTENDED TO
SUGGEST THAT SOME FACTORS ARE MORE IMPORTANT THAN OTHERS.
You should carefully consider the following risk factors in
conjunction with the other information contained in this offering
circular before purchasing the CLASS A INVESTOR SHARES.
The Track Record of Our Principals Does Not Guarantee Success: The principals of the Company and the General Partner have been
involved in the solar industry for approximately 18 years, developing
more than 500 solar projects. However, past performance is never a
guaranty of future results, and the success of our principals in other
solar projects does not guaranty that the Company will be successful.
We Have Not Yet Acquired Any Projects: As of the date of this
Offering Circular, the Company has not acquired any Projects and has
made one Loan. Therefore the Company has generated no revenue.
Risks Associated with Renewable Energy Projects: The market for
renewable energy is changing rapidly. If renewable technology proves
unsuitable for widespread commercial deployment or if demand for
renewable energy products, especially solar energy products, fails to
develop sufficiently, our Projects and Loans might not be able to
generate enough revenues to achieve and sustain profitability. The
factors influencing the widespread adoption of renewable energy
technology include, but are not limited to: cost-effectiveness of
renewable energy technologies as compared with conventional
technologies; performance and reliability of renewable energy products
as compared with conventional energy products; and the success of other
enabling technologies such as battery storage and Distributed Energy
Resource Management Systems ("DERMS").
The Investment Environment May Change Over Time: The
Company's investment in the Projects and Loans is intended to extend
over a period of years, during which the business, economic, political,
regulatory, and technology environment within which the Company operates
may undergo substantial changes, some of which may be adverse to the
Company. The General Partner will have the exclusive right and authority
(within limitations set forth in the LP Agreement) to determine the
manner in which the Company shall respond to such changes, and Limited
Partners generally will have no right to withdraw from the
Company or to demand specific modifications to the Company's operations
in consequence thereof. A major recession or adverse developments in the
securities or credit markets might have an impact on the Company's
investments in the Projects and Loans. In addition, factors specific to
the Projects and Loans may have an adverse effect on the Company.
Net Losses: Since we have not acquired any Projects and have made
one (1) Loan, we do not have any revenue and are currently incurring net
losses may continue incurring net losses in the future. If our operating
expenses exceed our expectations, our financial performance could be
adversely affected. If we are able to generate revenue, and our revenue
does not grow to offset these increased expenses, we may never become
profitable. In future periods, we may not have any revenue growth, or
our revenue (if any) could decline.
Distributions to Investors: Whether to distribute operating cash
flow or capital proceeds and how much to distribute, is at the sole
discretion of the General Partner. No returns are guaranteed, and
Investors will receive distributions only if the Company generates
distributable cash flow from the Projects and Loans. Investors will not
have any recourse in the event we are unable to pay distributions.
Because we have not made any profit to date and have no current or
accumulated earnings and profits, such cash distributions to Investors
will be considered a return of capital for U.S. federal income tax
purposes to the extent that the distributions do not exceed the adjusted
tax basis of the U.S. Holder's Class A Investor Shares. See
Management Discussion and Analysis of Financial Condition and Result
of Operation-Distributions.
Page 4
Distributions Generally: Our ability to achieve our investment
objectives and to pay distributions depends upon the performance of our
General Partner in the acquisition of our Projects and Loans and the
ability of our General Partner to source investment opportunities for
us. In the event we are unable to timely locate suitable investments, we
may be unable or limited in our ability to pay distributions and we may
not be able to meet our investment objectives. If we pay distributions
from sources other than our cash flow from Projects and Loans, we will
have less funds available for investments and your overall return will
be reduced.
Competition: The Company intends to compete in the utility-scale,
commercial and industrial ("C&I") and rural electrification
segments of the solar markets of LATAM countries. Several multinational
independent power producers ("IPPs") such as ENEL Green
Power, AES, and Celsia currently service a large portion of
the utility-scale segment and could even expand into smaller segments,
including the C&I segment.
In addition to these multinational players, the Company faces
competition from smaller, local developers that specialize in
distributed generation and behind-the-meter solar solutions. Companies
such as Erco Energía, Suncol, and Green Yellow are
particularly active in the C&I segment.
The Company also intends to compete for rural electrification projects.
As international funding for rural electrification projects increases
(which we believe may occur due to new government regulations designed
to encourage private investment and government-backed programs), new
entrants in this space are likely to emerge.
Our Customers and/or Borrowers Might Default: The Company will
have a variety of Customers and Borrowers, including businesses,
retirement communities and schools. Some Customers could default. A
default would hurt the Project in question financially, reducing the
anticipated returns to Investors. Customers and Borrowers may face
intense competition, changing business and economic conditions, risks of
technological acceptance and obsolescence or other developments that may
adversely affect their ability to pay. Within the limitations set forth
in the LP Agreement, the General Partner will have the right and
authority to cause the Company's investment management and liquidation
strategies and procedures to deviate from those described in this
Offering Circular.
We Might Own Only a Small Number of Projects: If the Company is
successful in raising the current maximum offering amount of $50.0
million in this Offering, the Company would likely acquire or invest in
between 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
the energy policies of the LATAM countries where we may invest.
These policies could expire, phase-out over time, require renewal
by the applicable authority, or become a victim of political pressure.
Certain governments in LATAM countries have instituted changes to their
policies over the past several years. Some of those changes have
positively affected our business while others have had a negative
impact. The new policies could disfavor solar projects in general and
our Projects in particular.
Delays in Connecting to Power Grid: The
Projects must be physically connected to the power grid, a process that
involves sophisticated engineering and government regulation. Delays are
not uncommon. For example, the utility involved might be required to
perform physical upgrades to allow for the safe and consistent
generation, distribution, and/or transmission of electricity from a
Project to the grid. Delays in the performance of the interconnecting
utility's obligations to make such grid upgrades can negatively impact
the financial performance of the Company.
Operational Risks: The Projects are subject to operating and
technical risks, including risk of mechanical breakdown, failure to
perform according to design specifications, labor and other work
interruptions and other unanticipated events that adversely affect
operations. The success of each Project, once built, depends in part
upon efficient operations and maintenance.
Construction and Development Risks: In some cases, the Company
will invest in Projects before construction is complete. Construction of
any kind involves risk, including labor unrest, bad weather, design
flaws, the unavailability of materials, fluctuations in the cost of
materials, and labor shortages. Delays are common, which could adversely
affect the economics of the Company.
Page 5
Equipment Supply Constraints: The
construction of renewable energy facilities relies on the availability
of certain equipment that may be in limited supply, such as solar
modules, trackers, inverters and monitoring systems. Much of this
equipment comes from China. There is no guarantee that the production of
this equipment will match demand, and this may adversely impact the
ability to construct and the cost of the Projects.
Finding Credible Development Companies and Projects: Attracting
and retaining relationships with Development Companies who can originate
Projects with quality Customers is critical to the success of the
Company (see Investment Strategy). If we are unable to acquire a
large enough volume of quality Projects, our revenues may be lower than
projected.
Risks Associated with Investments Outside the U.S.: All of the
Projects and Loans will be in LATAM countries. Projects and Loans
outside the United States are subject to certain risks that generally do
not apply to investments within the United States. Such risks include:
·
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.
·
LATAM countries generally face 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.
·
Investments in controlled foreign corporations ("CFCs") by
United States persons are subject to tax and information reporting in
the United States, and certain local taxes paid may not be creditable
under the foreign tax credit rules. The United States may not have a tax
treaty with a LATAM nation in which a Project operates, which would give
rise to the risk of double taxation in certain circumstances.
Foreign Currency Exposure: The contracts entered into by the
Projects will be denominated in the applicable local currency. Contracts
denominated in local currencies will be subject to fluctuations in
exchange rates between such currencies and the United States dollar
("USD"), which could impact the Company's returns. While the
General Partner might be able to hedge the Company's foreign currency
exposure to some degree, such hedging may be expensive and may not be
entirely effective.
The Company's estimated future cash flow incorporates long-term foreign
exchange assumptions by applying projected inflation rates for the
applicable local market and the United States to their respective
currencies over the expected life of the assets. To the extent projected
local inflation exceeds projected U.S. inflation, the Company's models
assume a corresponding long-term depreciation of the applicable local
currency relative to the USD. These assumptions are used in calculating
net asset values ("NAV") and targeted internal rates of return
("IRR").
The Company's energy contracts contain inflation-linked price escalation
mechanisms tied to local energy rates. As a result, periods of higher
inflation or currency depreciation may also increase nominal
local-currency project revenues. While such contractual adjustments may
partially offset the effects of foreign currency depreciation on USD
returns, there can be no assurance that they will fully offset foreign
exchange losses or preserve targeted investor returns.
Imprecise Language Translations: All of the Company's legal
contracts in LATAM will be written in English and either Portuguese or
Spanish. Given that these languages have different historical and
cultural roots, it is possible that some of the clauses and verbiage may
not directly translate across languages and any deviation, especially
with respect to some of the more technical terms, may cause
misunderstandings that may negatively impact the business.
Page 6
Risks Upon Disposition of Investments:
If the Company sells a Project, it might be required to make
representations about the business and financial affairs of the Project,
and to indemnify the purchaser if those representations prove to be
inaccurate or misleading. These arrangements may result in contingent
liabilities.
Regulatory Risks: Regulatory risks pose significant challenges
that can impact Project viability and returns. Governments in LATAM
countries may alter renewable energy policies, tariffs, or incentive
structures, affecting revenue and profitability. Delays or changes in
permitting and licensing requirements are common and can disrupt
construction and operational timelines. Additionally, grid
interconnection rules may change, or access may be delayed, complicating
energy distribution and contractual agreements. Shifts in political
leadership can also lead to regulatory uncertainty, with inconsistent
enforcement or sudden policy changes which could materially adversely
affect our Projects.
Environmental compliance is another critical factor, as varying laws and
assessments across countries can become stricter over time, potentially
delaying or increasing Project costs. Local content requirements in some
countries may further complicate procurement and raise expenses.
Currency devaluation and tax policy changes also pose risks, especially
for cross-border investors.
Our
compliance with applicable local, state and federal laws, and other
laws including (to the extent applicable) the Investment Advisers
Act of 1940, as amended (the "Advisers Act"), the Investment
Company Act of 1940, as amended (together with the Advisers Act, the
"Acts") remains a critical factor in our operations. Neither
the Company nor the General Partner believe that it is subject to
the Acts. However, future regulatory changes or interpretations
could restrict the Company's operations or require the Company to
register under the Acts, which would cause increased regulatory
costs and scrutiny, or other penalties.
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 Project(s).
Potential Environmental Liability: The Projects, like any
large-scale physical plant, could cause environmental contamination
under some circumstances. Further, the SPEs (as hereinafter defined)
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
SPEs 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 a
country where we invest could affect our Customers and/or Borrowers and
therefore our Projects, Loans and Company Investments.
No Participation in Management: Investors will have no voting
rights and no right to participate in the management of the Company or
the Projects. Instead, the General Partner will make all decisions. You
will have the ability to replace our management team only under very
limited circumstances, as described in
Summary of LP Agreement and Authorizing Resolution.
Reliance on Management: The success of the
Company and its Projects will depend in part on the skills of our
General Partner and its management team. If our General Partner fails to
retain its key personnel, the Company and its Investors could suffer.
Page 7
Sale of Other Securities: The Company could,
at any time, sell classes of Company shares other than those being
offered by this Offering, for example, in a private placement
(including, but not limited to, the sale of Reg D Shares). A different
class of securities could have greater rights than those associated with
the Class A Investor Shares, including but not limited to preferential
rights to distributions.
Limitations on Rights in Investment Agreements: To purchase
Class A Investor Shares, you are required to sign an investment
agreement, in one of the forms attached hereto depending on your
preferred method of investment, which shall either be the choice to (i)
make a one time purchase of Class A Investor Shares, (ii) make an
initial purchase of Class Investor Shares, followed by subsequent of
purchases of Class A Investor Shares over a periodic basis or (iii) make
an initial purchase of Class A Investor Shares, followed by subsequent
purchases of Class A Investor Shares using the proceeds of distributions
received from the Company (such investment agreements, the "Investment Agreements"). The Investment Agreements will limit your rights in several
important ways if you believe you have claims against us arising from
the purchase of your Class A Investor Shares:
·
Any claims arising from your purchase of Class A Investor Shares must
be brought in the state or federal courts located in Wilmington,
Delaware, which might not be convenient to you.
·
You would not be entitled to recover any lost profits or special,
consequential, or punitive damages. However, that limitation does not
apply to claims arising under Federal securities laws.
Following your initial purchase of Class A Investor Shares, you may to
continue to participate in this Offering by electing to either (i)
establish with the Company, a plan for you to automatically invest in
the Offering on a periodic basis, subject to the terms of an Auto-Invest
Agreement signed by you and the Company or (ii) to reinvest the
distributions you receive from your Class A Investor Shares into the
purchase of additional Class A Investor Shares, subject to the terms and
conditions of the applicable Investment Agreement, signed by you and the
Company.
General Partner's Drag-Along Rights: The General Partner may
decide to sell the Projects or the Company at any time. Should the
General Partner decide to sell the Company, Investors could be forced to
sell their Class A Investor Shares at the direction of the General
Partner according to the General Partner's drag-along rights granted to
them in the LP Agreement (see
Summary of LP Agreement and Authorizing Resolution.).
Forum Selection Provision: Our Investment Agreements and our LP
Agreement both provide that disputes will be handled solely in the state
or federal courts located in the state of Delaware. We included this
provision primarily because (i) the Company is organized under Delaware
law, (ii) Delaware courts have developed significant expertise and
experience in corporate and commercial law matters and
investment-related disputes (which typically involve very complex legal
questions), particularly with respect to alternative entities (such as
LPs), and have developed a reputation for resolving disputes in these
areas in an efficient manner, and (iii) Delaware has a large and
well-developed body of case law in the areas of corporate and
alternative entities law and investment-related disputes, providing
predictability and stability for the Company and its Investors. This
provision could be unfavorable to an Investor to the extent a court in a
different jurisdiction would be more likely to find in favor of an
Investor or be more geographically convenient to an Investor. It is
possible that a judge would find this provision unenforceable and allow
an Investor to file a lawsuit in a different jurisdiction.
Section 27 of the Securities Exchange Act of 1934 (the "Exchange Act") provides that federal courts have exclusive jurisdiction over
lawsuits brought under the Exchange Act, and that such lawsuits may be
brought in any federal district where the defendant is found or is an
inhabitant or transacts business. Section 22 of the Securities Act
provides that federal courts have concurrent jurisdiction with State
courts over lawsuits brought under the Securities Act, and that such
lawsuits may be brought in any federal district where the defendant is
found or is an inhabitant or transacts business. Investors cannot waive
our (or their) compliance with federal securities laws. Hence, to the
extent the forum selection provisions of the Investment Agreements or
the LP Agreement conflict with these federal statutes, the federal
statutes would prevail.
Waiver of Right to Jury Trial: The Investment Agreements and the
LP Agreement both provide that legal claims will be decided only by a
judge, not by a jury. The provision in the LP Agreement will apply not
only to an Investor who purchases Class A Investor Shares in the
Offering, but also to anyone who acquires Class A Investor Shares in
secondary trading. Having legal claims decided by a judge rather than by
a jury could be favorable or unfavorable to the interests of an owner of
Class A Investor Shares, depending on the parties and the nature of the
legal claims involved. It is possible that a judge would find the waiver
of a jury trial unenforceable and allow an owner of Class A Investor
Shares to have his, her, or its legal claim decided by a jury. In any
case, the waiver of a jury trial in both the Investment Agreements and
the LP Agreement do not apply to claims arising under the federal
securities laws.
Page 8
Conflicts of Interest: The interests of the Company and the
General Partner could conflict with the interests of Investors in a
number of ways, including:
·
Our General Partner and its officers perform similar roles for other
entities that are affiliated with the General Partner and are not
required to devote all of their time and effort to the Company and are
only required to devote such time to our affairs as their duties
require.
·
Our General Partner will receive Fees based, in part, on the amount of
cash flow the Company generates. The
General Partner might, therefore, have an incentive to raise more
capital and invest in more Projects and Loans than
they would otherwise, leading them to invest in borderline Projects and
Loans.
·
The entire business of the General Partner consists of investing in
solar projects, including solar projects in LATAM. 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.
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 General Partner reserves the right to
reject any Redemption Request for any reason or no reason or to amend or
terminate the Redemption Plan without prior notice. Therefore, you may
not have the opportunity to make a Redemption Request prior to a
potential termination of the Redemption Plan and you may not be able to
sell any of your Class A Investor Shares back to the Company pursuant to
the Redemption Plan. Moreover, if you do sell your Class A Investor
Shares back to the Company pursuant to the Redemption Plan, you may not
receive the same price you paid for the Class A Investor Shares being
redeemed. In addition, pursuant to our Redemption Plan, an Investor may
only (a) have one outstanding Redemption Request at any given time and
(b) request that we redeem up to $50,000 worth of Class A Investor
Shares per each Redemption Request. For more information regarding the
Redemption Plan, see Redemption Plan.
"Best efforts-no minimum" offering. The Offering is a "best
efforts" basis and does not require a minimum amount to be raised. This
means that any investment made could be the only investment in this
Offering, leaving the Company without adequate capital to pursue its
business plan. If we are not able to raise sufficient funds, we may not
be able to fund our investment strategy as planned, and our growth
opportunities may be materially adversely affected. This could increase
the likelihood that an investor may lose their entire investment.
Page 9
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: As of the date of this Offering Circular, the Company qualifies as an
"emerging growth company" under the JOBS Act of 2012. If the Company
were to become a public company (e.g., following a registered offering
of its securities) and continued to qualify as an emerging growth
company, it would be able to take advantage of certain exemptions from
the reporting requirements under the Exchange Act and exemptions from
certain investor protection measures under the Sarbanes Oxley Act of
2002. Using these exemptions could benefit the Company by reducing
compliance costs but could also mean that Investors receive less
information and fewer protections than they would otherwise. However,
these exemptions - and the status of the Company as an "emerging growth
company" in the first place - will not be relevant unless and until the
Company becomes a public reporting company.
The Company has elected to delay complying with any new or revised
financial accounting standard until the date that a company that is not
an "issuer" (as defined under Section 2(a) of the Sarbanes-Oxley Act of
2002) is required to comply with such new or revised accounting
standard, if such standard also applies to companies that are not
issuers. As a result, owners of Class A Investor Shares might not
receive the same disclosures as if the Company had not made this
election.
For example, because we are an emerging growth company, you will not be
able to depend on any attestation from our independent registered public
accounting firm as to our internal control over financial reporting for
the foreseeable future. Our independent registered public accounting
firm will not be required to attest to the effectiveness of our internal
control over financial reporting pursuant to Section 404 of the
Sarbanes-Oxley Act until the later of the year following our first
annual report required to be filed with the Commission or the date we
are no longer an "emerging growth company" as defined in the JOBS Act.
Accordingly, you will not be able to depend on any attestation
concerning our internal control over financial reporting from our
independent registered public accounting firm for the foreseeable
future.
Breaches of Security: It is possible that our Platform, systems
or the systems of third-party service providers could be "hacked,"
leading to the theft or disclosure of confidential information Investors
provide to us. Because techniques used to obtain unauthorized access or
to sabotage systems change frequently and generally are not recognized
until they are launched, the Company, General Partner and our service
providers may be unable to anticipate these techniques or to implement
adequate defensive measures.
Unanticipated changes in our tax laws that may impact us, the
enactment of new tax legislation, or exposure to additional income tax
liabilities could affect our profitability: We are obligated to comply with income tax laws in the regions where we
operate, including recent changes like the Inflation Reduction Act.
These evolving tax regulations could impact our financial health. We
also face potential tax audits that may result in additional tax
assessments, with uncertain outcomes. Changes to our effective tax rate,
driven by shifts in our operational structure, could have significant
effects on our financial well-being.
The General Partner relies on an exemption from registration as a
broker-dealer:
The General Partner relies on an exemption from the Securities Exchange
Act of 1934 in order to conduct certain administrative activities on
behalf of the Company in connection with the Offering and as such, has
not registered as a broker-dealer either with the SEC or with the
Financial Industry Regulatory Authority ("FINRA"). If the SEC or
FINRA were interpret such exemption differently or to otherwise
determine that the General Partner has engaged in brokerage activities
that require registration, which may include the sale of the Class A
Investor Shares on the Platform, the General Partner may need to
discontinue or suspend certain operations, which would likely be harmful
to its and the Company's business and reputation. In addition, if the
General Partner is found to have operated as a 'broker-dealer' without
being properly registered, there is a risk that the Class A Investor
Shares offered and sold while the General Partner was not registered may
be subject to a right of rescission, which may result in the early
termination of the Offering. If a number of Investors were to obtain
rescission, the Company would face significant financial demands which
could adversely affect the Company as a whole, as well as any
non-rescinding Investors. An unregistered broker-dealer may also face
sanctions, penalties and enforcement actions by regulatory authorities.
Page 10
The price of Class A Investor Shares
was determined by our General Partner (see
Price of Class A Investor Shares). The Company sells shares to
raise capital for the purchase and construction of Projects and to issue
Loans. As new Investors purchase Class A Investor Shares (or other
classes of stock, see Other Concurrent Offerings), existing
Investors may be temporarily diluted until new Projects are acquired
and/or constructed and new Loans are originated and contribute to
monthly cash flow. Cash in treasury may be invested into Company
Investments to optimize yield and minimize the dilution impact. Such
Company Investments will not earn as high of a return as we expect to
earn on our investments in Projects and Loans.
Additionally, we may in the future offer additional classes and/or
series of Investor Shares (such as in the Reg D Offering) or other
securities convertible into or exchangeable for such class or series of
Investor Shares. Although no assurances can be given that we will
consummate a financing, in the event we do, or in the event we sell
additional classes and/or series of Investor Shares (such as in the Reg
D Offering) or other securities convertible into shares of our Class A
Investor Shares in the future, additional and substantial dilution will
occur. In addition, investors purchasing Class A Investor Shares
or other securities in the future could have rights superior to Class A
Investor Shares Investors in this Offering. Subsequent offerings at a
lower price (a "down round") could result in additional dilution.
The Company is offering to sell up to $50,000,000 of Class A Investor
Shares to the public. As of April 30, 2026, 497,946,005 Class A Investor
Shares remain authorized but unissued. This Offering is being
conducted as a continuous offering pursuant to Rule 251(d)(3) of
Regulation A, meaning that while the offering of securities is
continuous, active sales of securities may happen sporadically over the
term of the Offering. Further, the acceptance of subscriptions, whether
via the Platform or otherwise, may be briefly paused at times to allow
us to effectively and accurately process and settle subscriptions that
have been received.
The Offering commenced on February 5, 2026 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 (including the General
Partner) are offering or selling any of their securities of the Company
in this Offering.
The Company is not using an underwriter or broker to sell the Class A
Investor Shares and is not paying commissions. Class A Investor Shares
will be offered and sold only through the Platform.
This is a "best efforts - no minimum" offering. This means that the
Offering does not have a minimum threshold amount that we must raise
before we can have a closing. Even if a very small number of Class A
Investor Shares are sold, the Company does not plan to return funds to
Investors.
The Company reserves the right to reject any subscription to purchase
Class A Investor Shares in this Offering in whole or in part and for any
reason (or no reason). If the Company rejects an investment, it will
promptly return all the Investor's money without interest or deduction.
Anyone can buy Class A Investor Shares. The General Partner does not
intend to limit investment to people with a certain income level or net
worth, although there are limits on how much non-accredited investors
may invest in this Offering (see
Limit on the Amount a Non-Accredited Investor Can Invest).
Page 11
The General Partner intends to advertise the Offering using the Platform
and through other means, including public advertisements, social media
and audio-visual materials, in each case, only as we authorize and in
compliance with the rules and regulations of Regulation A. Although
these materials will not contain information that conflicts with the
information in this Offering Circular and will be prepared with a view
to presenting a balanced discussion of risk and reward with respect to
the Class A Investor Shares, the advertising materials will not give a
complete understanding of this Offering, the Company, or the Class A
Investor Shares and are not to be considered part of this Offering
Circular.
The Offering is made only by means of this Offering Circular and
prospective Investors must read and rely on the information provided in
this Offering Circular in connection with their decision to invest in
Class A Investor Shares.
In addition to this Regulation A offering, the Company may conduct
concurrent private offerings of securities under Rule 506(c) of
Regulation D of the Securities Act of 1933. These private offerings
(the "Reg D Offerings") will be open exclusively to verified
accredited investors and may be offered through general solicitation
and advertising, in compliance with applicable securities laws. Each
of these classes of Company shares ("Reg D Shares") offered to
investors participating in these private offerings (the "Reg D Investors") shall participate in distributions with the Investors on a
pari passu basis.
Securities sold pursuant to Regulation D will not be registered with
the SEC and will be subject to transfer restrictions.
Proceeds from the Regulation D offering will be combined with proceeds
from this Offering and used by the Company for the same common purpose
(see Use of Proceeds).
While proceeds from each offering may be used to acquire overlapping
or similar energy infrastructure assets, the Company will maintain
separate accounting of capital raised under each offering and allocate
capital in a manner consistent with the rights and expectations of
each investor class.
We expect to use all of the net proceeds of this Offering to acquire,
develop and construct Projects and to issue Loans. Proceeds waiting to
be invested into Projects and Loans may be temporarily invested into
Company Investments like government bonds or money market accounts. For
more information regarding our investment strategy, see
Investment Strategy. For more information regarding current
Projects and Loans, see Description of Property
We expect to pay for operating expenses at the Company with cash flow
from the Projects and Loans, but if the Projects and Loans have not
earned enough revenue to pay for any given operating expense, the
General Partner may use the proceeds from this Offering to pay such
operating expense. The types of operating expenses that the Company
expects to pay are described in Our Operating Expenses.
The capital raised in this Offering will not be used to compensate
officers or directors because the Company has no employees. However,
Offering proceeds may be used to pay Fees owed to the General Partner
and its affiliates (see Compensation of General Partner).
The Company expects to pay operating expenses, including Fees, from
available Company cash, including cash flow from Projects, Loans and
Company Investments and, if necessary, Offering proceeds.
The General Partner may make short term advances to the Company to make
payments on an as-needed basis. The General Partner has also secured a
loan on behalf of the Company. We do not anticipate any additional
sources of capital apart from funds from operations, the advances, funds
generated through this Offering (and other offerings) and the loan to
fund the Projects and Loans.
It is important to note that no capital will be allocated to any Project
or Loan until it has received formal approval from the Investment
Committee and has been reported in accordance with the appropriate
procedures (see Investment Committee).
We might invest in Projects or Loans using the General Partner's capital
before we have raised enough capital from Investors. In that case, we
will replace the General Partner's capital with capital from Investors
as soon as we raise it. To the extent the General Partner or its
affiliates invest capital, they will do so on the same price and terms
as the Investors (see Compensation of General Partner).
The table below sets forth our estimated use of proceeds from this
Offering assuming we sell $50.0 million in Class A Investor
Shares. This is a "best effort" offering. This Offering does not
have a minimum to close. The Company is not paying commissions to
underwriters, brokers, or anyone else in connection with the sale or
distribution of the Class A Investor Shares. In some cases, retirement
custodians, investment advisers, and other intermediaries will offer to
invest on behalf of their clients. In such cases, the custodian,
adviser, or intermediary will be paid a fee from their client's invested
funds. In such cases, the client (rather than the Company) is paying
those fees.
Page 12
|
|
|
Maximum Offering
|
|
10% of Maximum
|
|
25% of Maximum
|
|
50% of Maximum
|
|
|
|
Amount (1)
|
|
Amount
|
|
Amount
|
|
Amount
|
|
Gross Offering Proceeds
|
$
|
50,000,000
|
|
5,000,000
|
|
12,500,000
|
|
25,000,000
|
|
Less Marketing Expenses (1)
|
$
|
2,500,000
|
|
250,000
|
|
625,000
|
|
1,250,000
|
|
Net Proceeds from this Offering
|
$
|
47,500,000
|
|
4,750,000
|
|
11,875,000
|
|
23,750,000
|
|
Estimated Amount Available for Projects and Loans
|
$
|
47,500,000
|
|
4,750,000
|
|
11,875,000
|
|
23,750,000
|
|
TOTALS
|
$
|
50,000,000
|
|
5,000,000
|
|
12,500,000
|
|
25,000,000
|
(1) The Company will reimburse the General Partner in an amount up to 5%
of proceeds from this Offering to pay for organization and offering
expenses, including marketing expenses. Any such amounts in excess of
such 5% will be paid, without reimbursement, by the General
Partner.
The Company reserves the right to change the above use of proceeds
without notice if the General Partner believes it is in the best
interests of the Company.
The Company's offices are located at 52 Main Street,
Chester, CT 06412. The Company itself has no employees. Rather, the
Company has engaged the General Partner to manage the Company and
utilizes employees and services provided by the General Partner as
described more fully in the section
Directors, Executive Officers & Significant Employees.
Energea Portfolio 5 LATAM LP
is a limited partnership, treated as a "C" corporation for United
States federal and state income tax purposes, and organized under the
laws of Delaware as of August 7, 2023. The Company and its day-to-day
operations are managed by Energea Global LLC (the "General Partner" or "Energea Global"). The Company was
created to invest in the acquisition, development, and operations of
solar energy projects in LATAM (each a "Project"). The Company
may also lend money to Development Companies and use solar projects as
collateral rather than acquiring Projects for direct ownership (each a
"Loan"). As of the date of this Offering Circular, we have
not yet begun operations other than those associated with general
start-up and organizational matters. We currently do not have any
Projects and we have not received payments on the one (1) Loan we have
made and therefore we have not generated any revenue (see
Description of Property).
The primary sources of revenue for the Company will come from payments
made by customers who buy energy from the Projects ("Customers")
and borrowers who make principal and interest payments on Loans
("Borrowers"). The Company's profitability depends on generating
revenues from Projects and Loans that exceed the operating costs (see
Our Operating Expenses).
We expect that Projects will be owned by special-purpose entity (each a
"SPE"). We anticipate that each SPE will be organized in the
country where the Project is located.
The Company generally plans to hold the Projects indefinitely, creating
a reliable stream of cash flow for Investors. Should the Company decide
to sell Projects in the future, however, the General Partner would
consider the following factors:
Page 13
·
Yield and Cashflow: Many investment funds look for reliable
cashflows generating a targeted yield. With both revenue and most
expenses locked in by contract, the cash flow from any Project should be
predictable and consistent for as long as 25 years.
·
Project Consolidation: Some of the Projects will be too small or
unusual for institutional buyers to consider purchasing on their own.
The Company could package these Projects into a larger, more
standardized portfolio that will be attractive to these larger, more
efficiency-focused players. In the aggregate, a portfolio of Projects
might be expected to generate 50+ megawatts of power with relatively
uniform power contracts, engineering standards, and underwriting
criteria. A portfolio of that size can bear the fees and diligence
associated with an institutional-grade transaction or securitization.
·
Cash Flow Stabilization: When the Company buys a Project, it
will typically share the construction or repowering risk with the
Development Company that originated the Project. Larger investors are
generally unwilling to take on construction risk and will invest only in
Projects that are already generating positive cash flow, referred to as
"stabilization". Thus, the Company may acquire Projects before
stabilization and sell them after stabilization. Institutional investor
interest in the Portfolio should increase as the portfolio stabilizes.
·
Increase in Residual Value: When the Company acquires a Project,
the appraisal will be based solely on the cash flows projected from
executed Power Purchase Agreement (see
Summary of Supporting Contracts), with no residual value assumed
for the Project. We believe that 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.
The Company will source most of its Projects from other companies who
specialize in developing solar projects in LATAM ("Development Companies"). The Company's relationship with Development Companies may take
several different forms. A Development Company might: (i) identify a
potential project and permit, engineer and construct it, (ii) provide
operations and maintenance support for a Project after it is built or
(iii) sell a Project to us and exit entirely.
Development Companies are compensated for their work and their risk. As
of the date of this Offering Circular, the General Partner does not own
a Development Company in LATAM and as of the date hereof, and in the
future, the Company expects to acquire all Projects from unrelated
Development Companies. The General Partner may create or acquire a
Development Company if Projects from third parties become overpriced, if
an exceptional market opportunity presents itself or if deal flow is
slow and we require additional development capacity. If the Company were
to acquire a Project from a Development Company that is related to the
General Partner or an affiliate of the General Partner, we will cap the
related-party origination fee at 5.0% of the overall Project's cost,
which we believe is below the standard market rate for developing a
Project (see Compensation of General Partner).
The General Partner reviews Projects submitted by the Development
Companies and seeks to identify Projects that we believe represent the
greatest opportunity for potential risk-adjusted returns. We are
specifically searching for Projects in countries with what we believe to
be favorable economic conditions, large addressable markets and
well-defined renewable energy policies, like Colombia, Panama, Chile,
Uruguay and Costa Rica. Our preference would be to invest in Projects
with credible Customers, albeit adjusted for the context of LATAM
economies.
We expect to invest primarily in Projects with the following
characteristics:
Page 14
·
Locations: We select locations based primarily on:
o Demand for alternative energy;
o Efficient access for maintenance;
o Interconnection points with the electricity grid;
o Acceptable security risks. The Company tries to avoid selecting
Projects in locations with high crime areas which could expose the
Project to an increased risk of theft and vandalism;
o Solar irradiance; and
o Country and local-level policies that enable the development of
renewable energy projects.
·
Right to Site: We expect that some Projects to be owned by the
Company will be installed on Customer's rooftops, while others will be
located on remote parcels of real estate. In either scenario, the
Company, and more specifically, the SPE, will obtain rights to access
the Project to construct and maintain the Project ("Site Access"). For rooftop Projects, Site Access is most-commonly granted through
the Power Purchase Agreement with the Customer. For Projects on remote
real estate, the SPE will either purchase or lease the property to
ensure adequate Site Access is obtained.
·
Operation and Maintenance: The SPEs will hire a company to
perform some or all of the services necessary to maintain each Project
in good working order. This includes preventative maintenance (such as
inverter diagnostics, cleaning inverter fans and string testing),
emergency maintenance (which is when a technical crew is dispatched to a
Project to address an unexpected issue that occurred in the field),
modules cleaning, site security and landscaping.
·
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.
·
Minimum Technical Requirements ("MTR"): All technical aspects of each Project we invest in must meet
the Company's MTR. The MTR is a comprehensive list of all venders and
equipment makes/models which have gotten through the General Partner's
due diligence process and are acceptable for use in the Projects. We
analyze venders and the equipment they make to predict the field
performance of the equipment and the financial strength behind
warranties and guarantees. In addition to tracking venders and materials
used in the construction, we also track best installation practices
through the MTR. Each Project leaves lessons learned, and those lessons
are incorporated into the collective memory of the General Partner by
being added to the best practices component of the MTR.
·
Country-Level Policies and Environmental Commodities: Some
countries in LATAM 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 "DG" in the Colombian
context). The Company will seek to optimize those country-level policies
with the belief that it will increase the expected return on investment
for Investors which may include transactions with third parties to
monetize carbon and renewable energy credits.
·
When the Company Invests in Projects: Normally, the Company will
not invest in a Project until the applicable contracts named above in
Rights to Site and
Connecting Projects to the Electric Grid have been negotiated and
executed.
Thus, in most cases, Investors are not exposed to significant
Project-level risks until all these agreements are executed. However,
the General Partner might make exceptions for Projects which we believe
to be exceptionally promising. The General Partner will have sole
discretion over whether to acquire or invest in a Project. See
Risk Factors for more information.
The Company intends to provide Loans to Borrowers in LATAM or with
U.S. companies that do business in LATAM. Borrowers will usually be
Development Companies or single-purpose entities which own solar
projects. These Loans will be designed to finance the development of
new solar energy projects while relying on the credit of existing
projects or other collateral that rests on the balance sheet of the
Borrower as collateral. Each time a new project reaches
commercial operation; it contributes to the Borrower's overall
collateral which allows the Company to extend additional credit to the
Borrower.
Page 15
·
Loan Issuance: As the Company raises capital through this Offering, the General
Partner may lend some or all of it to Borrowers each month. Each
disbursement will be amortized on a separate amortization schedule
which adheres to the terms and conditions of the Loan Agreement (see
Summary of Supporting Contracts).
·
Collateral: The Loans will be senior debt and collateralized by a pledge of the
shares in the Borrower's enterprise which includes solar projects held
on the corporate balance sheet. Thus, by serving as the sole lender to
a Borrower, the solar projects act as the primary form of collateral.
As Loans are issued, the Borrower will use the loan proceeds to
develop and construct more projects which are added to the overall
collateral calculations.
As the Projects achieve commercial operation, the Borrower's customer
will begin to make payments to our Borrower for energy produced by the
Projects. In some cases, payments from the customers to our Borrower
will be made directly to a segregated account controlled by the
Company. As a condition to close a Loan, the Borrower will grant the
Company controlling rights to the trust account and/or collateralized
assets, in the event of a default, the General Partner can easily step
into the Borrower's cash flow to prevent revenue leakage during a
default event. We believe the Company will be particularly
well-suited to issue Loans when solar projects act as collateral due
to our General Partner's extensive experience owning and operating
solar projects.
·
Loan Management: The General Partner will oversee the performance and compliance of
Borrowers and the associated collateral. Their responsibilities
include continuous monitoring of construction progress, energy
production and cash flows to help ensure that loan terms are met. By
working closely with the Borrowers and their projects, we expect to
mitigate risks associated with project delays and underperformance
which could impair the Borrower. Close scrutiny of underlying projects
during due diligence and loan servicing will also ensure an efficient
step-in during a default scenario.
When we find a Project or Loan that meets the fundamental criteria
described above, we consider the opportunity at a multi-disciplinary
committee of experienced renewable energy executives of the General
Partner ("Investment Committee"). To approve a Project or Loan
for funding, a unanimous approval of the investment by the Investment
Committee is required to move forward. A copy of the memorandum prepared
by the General Partner for each Project or Loan will be provided to
Investors on the Platform and in our filings with the SEC through "Form 1-U" and 253(g)(2) filings. As of the date of this Offering Circular, the
Investment Committee consists of the members outlined in the table
below:
|
Name
|
Title
|
Due Diligence Responsibility
|
|
Arthur Issa
|
Financial Analyst
|
Review historical financials and prepare projections for each
Project and Loan incorporating cash flow, tax, technical and
energy market variables.
|
|
Dave Rutty
|
Project Analyst
|
Compiles the IC Memos for Projects.
|
|
Francielle Assis
|
HR & HSEC Legal Coordinator
|
Examines the area where a Project is located for environmental,
emergency services and community-related risk factors.
|
|
Isabella Mendonca
|
General Counsel
|
Examine and/or prepares all documents related to a Project or Loan
to ensure contracts meet Energea Global's requirements.
|
|
Juan Carvajales
|
Loan Analyst
|
Compiles the IC Memo for Loans.
|
|
Julio Cezar dos Santos de Morais
|
Electrical Engineer
|
Ensures all Projects meet our MTR. Produces a "punch list" of
failures to be remedied if necessary.
|
|
Mike Silvestrini
|
Managing Partner
|
Originates and negotiates most investment opportunities.
|
|
Paulo Vieira
|
Director of Operations & Maintenance
|
Confirms cost and strategy for operating and maintaining Project
investments.
|
Page 16
The General Partner is actively evaluating several solar markets
across LATAM, with a particular focus on distributed generation
opportunities that align with the Company's investment strategy. These
include a range of Projects-from rooftop and behind-the-meter systems
to larger installations up to 10 MW-that deliver power directly to
large commercial and industrial users, utilities, or end customers
through structured "community solar" programs ("DG"). As demand
grows across the region for affordable, clean, and resilient power, we
believe that the DG segment presents a compelling opportunity to
deploy capital efficiently while maintaining high standards for risk
management and yield.
LATAM presents a diverse landscape for DG solar investment, shaped by
strong solar irradiance, evolving regulatory support, rising
electricity demand, and a growing private-sector appetite for
decarbonization. The General Partner is currently prioritizing markets
such as Colombia, Chile, Panama, and select Caribbean nations-each
offering different catalysts for DG development. While the opportunity
set is broad, the General Partner follows a deliberate, memo-driven
process and will publish a formal market analysis prior to making any
investments-either in Projects or Loans-in any new market. These memos
include thorough evaluations of the local regulatory environment,
counterparty risk, solar economics, financing conditions, and
alignment with the Company's core investment objectives.
Colombia is the first approved market in our portfolio due to what we
believe to be a combination of compelling policy support and strong
fundamentals in the DG space. With a grid historically reliant on
hydropower and increasingly exposed to climate-driven variability,
Colombia is actively diversifying its energy mix. The regulatory
foundation, including Law 1715, has enabled solar development through
favorable net billing, tax incentives, and long-term power purchase
agreements. The DG market, in particular, is supported by rising
demand from large energy users seeking reliability and cost savings -
whether through on-site installations, private PPAs, or
community-based solar participation. We believe these conditions make
Colombia an ideal starting point for the Company.
We believe that Chile also presents a mature DG opportunity set, with
some of the best solar irradiance in the world and a transparent,
liberalized energy sector. The market supports both net billing and
merchant DG models, with promising potential in commercial-scale
systems and hybrid storage applications. We believe that Panama, while
more modest in scale, offers a stable macroeconomic backdrop,
dollarized currency, and recent regulatory advances in net metering
and renewable incentives that support commercial solar uptake. Select
Caribbean markets - such as the Dominican Republic, Jamaica, and
Barbados - are pursuing aggressive clean energy transition plans, and
DG projects in those countries are expected to offer high avoided-cost
economics in diesel-dependent grids, often backed by multilateral
climate finance.
While the General Partner continues to explore these markets,
investment activity will be limited to jurisdictions where a full
market memo has been completed, reviewed, and approved. These memos
serve as the foundation for all subsequent Project or Loan
originations, ensuring that every investment is grounded in analysis
and aligned with the Company's strategic mandate.
The following table highlights the first approved
market-Colombia-along with its corresponding Investment Committee memo
which details the General Partner's analysis and due diligence of the
market:
|
Location
|
Product
|
Target Investment
|
Market Analysis
|
|
Colombia
|
Helios Loan*
|
$100,000,000*
|
*
The Helios Loan is a revolving Loan and this amount represents the
aggregate amount of loans which may be made under the Helios Loan.
The Company has the right but not the obligation to fund amounts
under the Helios Loan.
Our net income will depend, in large part, on our ability to source,
acquire and manage investments with attractive risk-adjusted yields. We
expect to compete with many other entities engaged in renewable energy
in the LATAM market, including individuals, corporations, and private
funds, many of which have greater financial resources and lower costs of
capital than we have.
There are numerous companies with investment objectives similar to
ours. That said, the industry is going through a consolidation phase
where a large pool of market participants is being consolidated into a
smaller group of "successful" enterprises. Thus, we believe that we
will have fewer competitors today than we would have had five years
ago, but those competitors are generally larger and more sophisticated
than those that have folded or sold their position in the
market.
Page 17
Competitive variables include market presence and visibility, amount
of capital to be invested per Project and underwriting standards. To
the extent that a competitor is willing to risk larger amounts of
capital in a particular transaction or to employ more liberal
underwriting standards when evaluating potential investments than we
are, our investment volume and profit margins could be impacted. Our
competitors may also be willing to accept lower returns on their
investments and may succeed in buying the Projects that we have
targeted for acquisition.
Although we believe that we are well-positioned to compete
effectively in each facet of our business, there is competition in the
market and there can be no assurance that we will compete effectively
or that we will not encounter increased competition in the future that
could limit our ability to grow the portfolio in the future and
conduct our business effectively.
The revenue will come from our Projects and the interest portion that we
will receive from Borrowers on our Loans as well as the interest we may
earn from any Company Investments. The Company expects to generate cash
flow by opportunistically selling Projects, assigning Loans to other
parties, and collecting Liquidated Damages from contractors.
Our Revenue Recognition Policy follows ASC-606 which is a five-step
procedure:
|
Procedure
|
Example
|
|
Step 1 - Identify the Contract
|
Power Purchase Agreement or Loan Agreement
|
|
Step 2 - Identify the Performance Obligations
|
Delivery of electricity from solar plant or the issuance of debt
|
|
Step 3 - Determine the Transaction Price
|
Amount contractually signed with Customer or Borrower
|
|
Step 4 - Allocate the Transaction Price
|
Obligation is satisfied by transferring control of the electricity
produced to the Customer
|
|
Step 5 - Recognize Revenue
|
At a point in time when the Customer or Borrower is
invoiced
|
The Company incurs a variety of costs and expenses ("Company Operating Expenses"), including:
·
banking fees;
·
legal expenses;
·
payments to the General Partner for fees;
·
fees to wire money from LATAM countries to the U.S.;
·
payments to U.S. states to comply with their respective securities law
("Blue Sky Laws");
·
debt service and transactional payments (where we borrow money at the
Company level);
·
annual financial audit expenses;
·
U.S. taxes;
·
LATAM taxes.
The Projects will also incur a variety of costs and expenses ("Project Operating Expenses"), including:
·
payments to third parties to operate and maintain the Projects;
Page 18
·
lease payments to landowners;
·
debt service and transactional payments (where we borrow money at the
Project level);
·
utilities;
·
on-site security;
·
payments to the third party that manages customer electric bill
credits;
·
taxes paid to LATAM governments;
·
banking fees;
·
trust fees;
·
project insurance.
The Company's total operating expenses for the fiscal year ended
December 31, 2025 were $44,432.
This Offering Circular is not providing, or purporting to provide, any
tax advice to Investors. Every potential Investor is advised to
seek the advice of his, her or its own tax professionals before making
this investment. The securities sold in this Offering may have issues
related to taxation at many levels, including tax laws and regulations
at the state, local and federal levels in the United States, and at all
levels of government in non-U.S. jurisdictions.
It is impractical to comment on all aspects of federal, state, local and
foreign tax laws that may affect the tax consequences of participation
in the Company. Therefore, each prospective Investor should satisfy
himself, herself or itself as to the tax consequences of participating
in the Company by obtaining independent advice from his, her or its own
tax advisers. Furthermore, while the Company will furnish to you any
information required to be provided to you under applicable tax laws,
preparation and filing of each Investor's tax returns shall be such
Investor's responsibility.
The following summarizes certain federal income tax consequences of
acquiring Class A Investor Shares. This summary is based on the current
tax laws of Colombia, the current U.S. Internal Revenue Code of 1986, as
amended (the "Code"), the Treasury regulations issued by the
Internal Revenue Service ("Regulations"), and current
administrative rulings and court decisions, all as they exist today. The
Company will report its income and losses using the calendar year ending
December 31 (the "Calendar Year"). All of these tax authorities
could change in the future (and such change may possibly be retroactive
so as to result in different U.S. federal income tax consequences from
those set forth below).
This is only a summary, applicable to a generic Investor. Your personal
situation could differ. We encourage you to consult with your own tax
advisor before investing.
Interest and other income received by the Company from sources within
Colombia, including payments under Loans or other credit arrangements,
may be subject to Colombian withholding tax. Under current law,
interest paid to non-resident lenders is generally subject to a
withholding tax rate of 15%, subject to exceptions or reductions under
applicable tax treaties or special regimes. Capital gains realized by
the Company on the sale or disposition of certain Colombian assets may
also be subject to Colombian income or capital gains tax at a rate of
10%, depending on the nature and situs of the asset, and whether any
treaty relief is available.
Dividends distributed by Colombian entities to the Company may be
subject to Colombian dividend withholding tax at a rate of 10% if paid
from profits previously taxed at the corporate level, or at a higher
grossed-up rate if paid from untaxed profits. Value-added tax
("VAT") is generally not imposed on interest or loan principal
payments, but certain services provided in Colombia may be subject to
VAT, currently at a standard rate of 19%, depending on the location
and nature of the service.
Page 19
The tax treatment of the Company's income from Colombia will depend
in part on the nature of its investments, the characterization of such
income under Colombian law, and the Company's ability to avoid
creating a taxable presence in Colombia. Investors should be aware
that Colombian tax laws are subject to change and may be interpreted
or applied in a manner that results in adverse tax consequences to the
Company or the Investors. Investors are urged to consult their own tax
advisors regarding the Colombian tax consequences of an investment in
the Company in light of their particular circumstances.
Please note that any investment in any other LATAM countries may have
different tax effects than those described herein with respect to
Colombia.
The following is a summary of certain material United States federal
income tax consequences of the ownership and disposition of the Class
A Investor Shares but does not purport to be a complete analysis of
all the potential tax considerations relating thereto. Except as
explicitly set forth below, this discussion is limited to U.S. Holders
(defined below) who hold the Class A Investor Shares as capital assets
within the meaning of Section 1221 of the Code. This summary does not
address the tax considerations arising under the laws of any United
States state or local or any non-United States jurisdiction or under
United States federal gift and estate tax laws. In addition, this
discussion does not address tax considerations applicable to an
Investor's particular circumstances or to Investors that may be
subject to special tax rules.
As used herein, the term "U.S. Holder" means a beneficial owner
of the Class A Investor Shares that is, for U.S. federal income tax
purposes, an individual citizen or resident of the United States, a
corporation (or any other entity taxable as a corporation for U.S.
federal income tax purposes) created or organized in or under the laws
of the United States or any state or political subdivision thereof or
the District of Columbia, an estate the income of which is subject to
U.S. federal income taxation regardless of its source, or a trust, if a
court within the United States is able to exercise primary supervision
over the administration of the trust and one or more U.S. persons
control all of the substantial decisions of the trust or if a valid
election is in place to treat the trust as a U.S. person.
In addition, if a partnership, including any entity or arrangement,
domestic or foreign, classified as a partnership for United States
federal income tax purposes, holds Class A Investor Shares, the tax
treatment of a partner generally will depend on the status of the
partner and upon the activities of the partnership. Accordingly,
partnerships that hold Class A Investor Shares, and partners in such
partnerships, should consult their tax advisors.
The Company is a Delaware limited partnership but has affirmatively
elected to be treated as a corporation under Subchapter C of the Code
for federal income tax purposes. Thus, the Company will be taxed
at regular corporate rates on its income before making any distributions
to holders of Class A Investor Shares as described below.
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.
The income of the Company will consist primarily of cash available for
distribution ("CAFD") received from the SPE in the form of a
dividend. Because the SPEs will be foreign corporations, 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).
Page 20
The Company, but not the Investors, might be entitled to credits for
taxes paid by the SPEs in LATAM. Taxes imposed in LATAM which are not
imposed on income may not receive a foreign tax credit.
Distributions to U.S. Holders out of the Company's current or
accumulated earnings and profits, if any, will be taxable as dividends.
A non-corporate U.S. Holder who receives a distribution constituting
"qualified dividend income" may be eligible for reduced federal income
tax rates. U.S. Holders are urged to consult their tax advisors
regarding the characterization of corporate distributions as "qualified
dividend income." Dividends received by a corporate U.S. Holder may be
eligible for the corporate dividends-received deduction if certain
holding periods are satisfied. Distributions in excess of the Company's
current and accumulated earnings and profits will not be taxable to a
U.S. Holder to the extent that the distributions do not exceed the
adjusted tax basis of the U.S. Holder's Class A Investor Shares. Rather,
such distributions will reduce the adjusted basis of such U.S. Holder's
Class A Investor Shares. Distributions in excess of current and
accumulated earnings and profits that exceed the U.S. Holder's adjusted
basis in its Class A Investor Shares will be taxable as capital gain in
the amount of such excess if the Class A Investor Shares are held as a
capital asset. In addition, Section 1411 of the Code imposes on
individuals, trusts and estates a 3.8% tax on certain investment income
(the "3.8% NIIT").
Upon any taxable sale or other disposition of Class A Investor Shares, a
U.S. Holder will recognize gain or loss for federal income tax purposes
on the disposition in an amount equal to the difference between the
amount of cash and the fair market value of any property received on
such disposition; and the U.S. Holder's adjusted tax basis in the Class
A Investor Shares. A U.S. Holder's adjusted tax basis in the Class A
Investor Shares generally equals his or her initial amount paid for the
Class A Investor Shares and decreased by the amount of any distributions
to the Investor in excess of the Company's current or accumulated
earnings and profits. In computing gain or loss, the proceeds that U.S.
Holders receive will include the amount of any cash and the fair market
value of any other property received for their Class A Investor Shares,
and the amount of any actual or deemed relief from indebtedness
encumbering their Class A Investor Shares. The gain or loss will be
long-term capital gain or loss if the Class A Investor Shares are held
for more than one year before disposition. Long term capital gains of
individuals, estates and trusts currently are taxed at a maximum rate of
20% (plus any applicable state income taxes) plus the 3.8% NIIT.
The Code imposes an alternative minimum tax on individuals and
corporations. Certain items of the Company's income and loss may be
required to be taken into account in determining the alternative minimum
tax liability of Investors.
The Company will report its income and losses using the Calendar Year.
The Company will furnish each Investor with the information needed to be
included in his or her federal income tax returns, if any; provided,
however, the Investors shall be responsible for determining their
adjusted basis in their respective Class A Investor Shares. Each
Investor is personally responsible for preparing and filing all personal
tax returns that may be required as a result of his purchase of Class A
Investor Shares. The tax returns of the Company will be prepared by
accountants selected by the Company.
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.
Page 21
Each Investor must either report Company items on his or her tax return
consistent with the treatment on the information return of the Company
or file a statement with his tax return identifying and explaining the
inconsistency. Otherwise the IRS may treat such inconsistency as a
computational error and re-compute and assess the tax without the usual
procedural protections applicable to federal income tax deficiency
proceedings.
The Code imposes interest and a variety of potential penalties on
underpayments of tax.
The foregoing discussion addresses only selected issues involving
Federal income taxes and does not address the impact of other taxes on
an investment in the Company, including federal estate, gift, or
generation-skipping taxes, or State and local income or inheritance
taxes. Prospective Investors should consult their own tax advisors with
respect to such matters.
The Company will cause the SPEs to enter into five (5) main contracts
for each Project:
·
Purchase and Sale Agreements: When the General Partner
identifies a project that it believes, in its sole discretion, meets the
investment criteria of the Company, it signs a "Purchase and Sale Agreement" to acquire the rights to the Project from a Development Company.
·
Power Purchase Agreements: In all cases, the SPEs will sell
electricity produced by the Projects to Customers pursuant to a contract
we refer to as a "Power Purchase Agreement" or a "PPA".
·
Purchase and Sale Agreements for Environmental Commodities: In
some cases, the SPEs will sell environmental commodities produced by the
Projects to third parties pursuant to a contract we refer to as an "Purchase and Sale Agreement for Environmental Commodities".
·
Construction Contracts: To build the Projects, the SPE
will hire a third party to provide engineering, procurement, and
construction services pursuant to a contract referred to as a "Construction Contract".
·
Project Maintenance Contracts: The SPE will then hire a third
party to operate and maintain the Projects pursuant to a contract we
refer to as a "Project Maintenance Contract".
Although the final terms and conditions and contract title will most
likely differ from Project to Project, we will attempt to ensure that
the rights and obligations of the parties will generally be consistent
across all of the Projects. However, there is no assurance that we will
be able to negotiate consistent terms, and the terms and conditions of
each contract may contain material differences.
The Company will enter into three (3) main contracts when making a Loan
to a Borrower:
·
Loan Agreement: A Loan Agreement ("Loan Agreement") is a
contract where the Lender provides funds to a Borrower up to a specified
limit over a set borrowing period. The Borrower uses these funds to
construct new solar projects. The Borrower grants the Lender a
first-priority lien on all its assets as collateral, including the solar
projects. The agreement includes conditions for advances, default
triggers, and remedies for the Lender, with covenants ensuring
compliance and asset segregation.
·
Collateral Agreements: The "Collateral Agreements" are a
collection of agreements and instruments designed to secure obligations
under a Loan Agreement between a Borrower and the Company. These
documents collectively establish, and perfect the Company's security
interests in various assets and equity interests of the Borrower and
related parties. They may include personal guarantees, corporate
guarantees, promissory notes outlining repayment terms, and pledge
agreements granting the Company priority liens on specific collateral.
Supporting resolutions and certificates confirm the Borrower's
authorization and compliance. The Collateral Agreements address
repayment conditions, default remedies, rights over collateral, and
ensure the Company's enforcement capabilities while defining limits on
recourse where applicable.
Page 22
·
Trust Agreement: Some, but not all, Loans will also have a "Trust Agreement". In circumstances where the General Partner requires more fiscal
oversite over a Borrower, we will set up a trust which will receive all
of the Borrowers revenue (usually payments for energy from their
customers). The General Partner will instruct the Trustee to pay
principal and/or interest payments owed to the Company prior to
distributing the remaining cash to the Borrower for their use in
operations.
Material Legal Proceedings
As of the date of this Offering Circular, neither the Company, nor any
of the Company's SPEs are currently involved in any material legal
proceedings.
A comprehensive discussion on risks of investing in the Company can be
found at the beginning of this Offering Circular. Below are risks that
we believe deserve specific attention, as they have the highest
likelihood of impacting Investor returns. Following each risk is a brief
description of mitigating strategies to be employed by the General
Partner:
- Regulatory Environment: Project economics depend on a changing regulatory environment, including rules for distributed generation, interconnection, credit allocation, and other sector regulations. Adverse regulatory changes could delay projects or reduce the value of energy credits and related revenues.
- Mitigating Strategy: Energea Global tracks regulatory developments and works with local advisors and industry partners to stay current. Underwriting includes buffers and contingency planning so that projects are not solely dependent on a single regulatory interpretation.
- Foreign Country: All projects in the Company are located outside the United States. Investing internationally may involve political, legal, and economic risks, including less predictable enforcement of contracts and potential changes in local laws and regulations.
- Mitigating Strategy: Energea Global operates with a local presence and uses local legal, tax, and operational resources to support execution and compliance. The team structures contracts and project documentation to reflect local requirements and to reduce operational friction.
- Foreign Exchange: Project revenues and costs may be denominated in foreign currency. If the foreign currency weakens versus the U.S. dollar, USD-denominated investor returns may be reduced even when local-currency performance meets expectations.
- Mitigating Strategy: Financial models incorporate conservative exchange rate assumptions and sensitivity analysis. The Company also seeks to match local-currency revenues with local-currency expenses where possible to reduce net currency exposure over time.
- Construction: If the Company invests in projects prior to completion, construction may be affected by weather, labor availability, contractor performance, design issues, and cost overruns. Any of these factors could delay commissioning or reduce project economics.
- Mitigating Strategy: Where feasible, the Company uses fixed-scope contracting, project oversight, and contract terms that allocate delay and performance risk to the appropriate parties. Underwriting includes contingency reserves and conservative timelines to reduce impact from unforeseen issues.
Page 23
- Customer Default: Project cash flows depend on customers and subscribers making payments. If customers delay payment or default, or if broader economic conditions weaken customer credit quality, portfolio performance may be adversely affected.
- Mitigating Strategy: Revenue structures are designed to diversify exposure across many end customers rather than relying on a single counterparty. Underwriting includes conservative assumptions for delinquencies and defaults and is refined over time using operating data.
- Concentration Risk: The Company may be concentrated in a limited number of projects, regions, developers, or counterparties. Underperformance or disruption affecting a small number of projects may have a disproportionate impact on portfolio results.
- Mitigating Strategy: The Company seeks to diversify across multiple projects and counterparties over time and evaluates concentration as part of portfolio construction. Underwriting includes project-level diligence intended to reduce the probability of single-point failures.
- Tax & Economic: Changes in tax laws, audits, or shifts in effective tax rates may adversely affect profitability. Economic slowdowns, inflation, or other macroeconomic conditions in countries where the Company operates may impair customer payment behavior and project performance.
- Mitigating Strategy: Energea Global works with tax and legal advisors to support compliance and to monitor changes in applicable regulations. Underwriting includes conservative assumptions and stress scenarios to evaluate performance under adverse economic conditions.
As of the date of this Offering Circular, the Company does not own any
Projects and has made one (1) Loan (but the Company has not funded any
portion of such Loan and has not received any payments thereunder) and
therefore has no revenue.
As of the date of this Offering Circular, the Company has issued one (1)
Loan.
|
Borrower Name
|
Closing Date
|
Maximum Loan Amount
|
Amount Lent as of date hereof
|
Memo
|
|
Helios Colombia
S.A. E.S.P, and Energía de la Alta S.A. E.S.P
|
01/22/2025
|
$100,000,000*
|
$0.00
|
|
|
Total
|
|
|
$0.00
|
*The Helios Loan is a revolving Loan and this amount represents the
aggregate amount of loans which may be made under the Helios Loan.
The Company has the right but not the obligation to fund amounts
under the Helios Loan.
The following discussion of our financial condition and results of
operations should be read in conjunction with our financial statements
and the related notes thereto contained in this Offering Circular. The
following discussion contains forward-looking statements that reflect
our plans, estimates, and beliefs. Our actual results could differ
materially from those discussed in herein (see
Caution Regarding Forward-Looking Statements and Risk Factors).
Unless otherwise indicated, the latest results discussed below are as of
December 31, 2025.
Page 24
For financial statement purposes, the Company accounts for investments
in Projects under ASC 360. The Projects are carried at cost and will be
depreciated on a straight-line basis over the estimated useful life of
the related assets.
The Company evaluates for impairment under ASC 360, utilizing the
following required steps to identify, recognize and measure the
impairment of a long-lived asset to be held and used:
·
Indicators of impairment - Consider whether indicators of impairment
are present
·
Test for recoverability - If indicators are present, perform a
recoverability test by comparing the sum of the estimated undiscounted
future cash flows attributable to the long-lived asset in question to
its carrying amount (as a reminder, entities cannot record an impairment
for a held and used asset unless the asset first fails this
recoverability test).
·
Measurement of an impairment - If the undiscounted cash flows used in
the test for recoverability are less than the carrying amount of the
long-lived asset, determine the fair value of the long-lived asset and
recognize an impairment loss if the carrying amount of the long-lived
asset exceeds its fair value.
The Company follows ASC 606 guidelines for revenue recognition. To apply
this principle, the standard establishes five key steps:
·
Step 1: Recognize the contract with the Customer/Borrower
·
Step 2: Specify performance obligations
·
Step 3: Establish transaction price
·
Step 4: Allocate transaction price to performance obligations
·
Step 5: Recognize revenue
We believe that LATAM presents a compelling and evolving opportunity for
investment in distributed solar energy. Driven by rising electricity
demand, high commercial energy costs, improving regulatory frameworks,
and strong solar resource availability, the region is increasingly
embracing decentralized clean energy solutions. Many LATAM countries
face grid reliability challenges, fuel price volatility, and a
dependence on large-scale hydro or fossil fuel imports-factors that we
believe underscore the need for a diversified and resilient power
infrastructure. In this context, distributed solar generation has
emerged as a practical and cost-effective solution, particularly for
C&I consumers seeking energy savings, reliability, and long-term
price stability.
Over the past several years, regulatory support for distributed energy
resources has expanded across certain LATAM countries, including net
metering frameworks, streamlined interconnection policies, and renewable
energy targets. Financing activity has also increased, with development
banks, multilaterals, and climate-focused private capital backing clean
energy deployment at various scales. Technological advances in solar and
battery storage, coupled with declining equipment costs, have further
improved project economics, especially in middle-income countries with
high utility rates and exposure to climate-related grid instability.
Page 25
While regulatory maturity and credit quality vary across jurisdictions,
a number of jurisdictions-such as Colombia, Chile, Panama, and select
Caribbean nations-appear to be demonstrating clear momentum in enabling
private-sector investment in distributed solar assets. We believe that
as policy clarity improves and offtake demand grows, these jurisdictions
are expected to continue expanding their distributed energy footprints.
The General Partner believes LATAM represents an attractive region for
disciplined, impact-aligned capital deployment, particularly through
structured investments in distributed solar assets serving large energy
users under long-term arrangements.
The Company intends to make
distributions monthly, to the extent the General Partner, in its
discretion, determines that cash flow is available for distributions and
in a manner consistent with the Authorizing Resolutions. Below are the
activities of the Company that generate the cash flow which could be
used to fund distributions:
·
Net income received from the Projects;
·
Interest payments received from the Borrowers;
·
Interest payments received from Company Investments;
·
Net Proceeds from Capital Transactions;
o Originates from the sale or refinancing of Projects;
o Net proceeds are the gross proceeds of the capital transaction minus
associated expenses, including debt repayment; and
·
Liquidated Damages from Construction Agreements;
o Penalties paid by "EPC" Contractors when Projects are delivered
behind schedule;
o Liquidated Damages are not booked as revenue but are considered
distributable cash flow.
Provided we have distributable cash flow, the General Partner may
authorize and declare distributions after retaining any amounts it
determines are appropriate for reserves, anticipated expenses, debt
service, capital needs, redemptions or other purposes.
To the extent the Company has distributable cash flow but has no current
or accumulated profit, such distributions are considered a return of
capital for U.S. federal income tax purposes to the extent that the
distributions do not exceed the adjusted tax basis of the U.S. Holder's
Class A Investor Shares and reported to Investors on a Form 1099-B. To
the extent the Company makes distributions from profits, such
distributions will be classified as dividends and reported to Investors
on a Form 1099-DIV.
Please note that in some cases, Investors have cancelled their purchase
of Class A Investor Shares after distributions were made. In that case,
the distribution allocated to that Investor is returned to the Company
and the bookkeeping is updated to reflect the change in cash
distributed. Thus, all figures below are subject to change.
To date, the Company has made no distributions.
The Company was formed on August 7, 2023 and commenced operations
thereafter. Since formation, the Company's activities have consisted
primarily of organizational matters, offering activities, regulatory
compliance, preparation for investment operations and activities related
to identifying, evaluating and structuring potential investments. The
Company's initial offering statement under Regulation A was qualified by
the Securities and Exchange Commission on February 5, 2026.
Page 26
As of December 31, 2025, the Company had not generated revenue from
operations. Although the Company entered into the Helios Loan on January
22, 2025, no amounts had been funded under that facility as of December
31, 2025. As of the date of this Offering Circular, the Company has not
funded amounts under the Helios Loan, has not made any additional loans
or investments.
Operating Results for Fiscal Years ended December 31, 2025 and
2024
As of December 31, 2025 and 2024, the Company had total assets of
$66,325 and $24,930, respectively. These balances were comprised of cash
and cash equivalents of $39,739 and $1,310, other current assets of $686
and $414, and amounts due from related parties of $25,900 and $23,206,
respectively. Total liabilities and partners'/members' equity were
$66,325 and $24,930, respectively. Total liabilities were $11,190 and
$22,674, while partners'/members' equity totaled $55,135 and $2,256,
respectively. The increase in assets and equity was primarily
attributable to additional capital contributions received during 2025 to
support the Company's formation and investment readiness activities.
For the fiscal years ended December 31, 2025 and 2024, the Company
generated no revenue in either period, as it had not yet deployed
capital into Projects or originated loans.
Total operating expenses for the fiscal years ended December 31, 2025
and 2024 were $44,432 and $35,139, respectively. These expenses
consisted primarily of professional fees, organizational costs, and
other general and administrative expenses incurred to support the
Company's formation, regulatory compliance, and readiness for capital
deployment. The increase in operating expenses in 2025 was primarily due
to continued organizational and regulatory activities, including
preparation for the Company's Regulation A offering.
For the fiscal years ended December 31, 2025 and 2024, the Company
reported net losses of $44,665 and $34,732, respectively. Total other
income/(expense) was $(233) and $407, respectively. The Company recorded
comprehensive losses of $41,611 and $38,687, respectively, which include
the impact of foreign currency translation adjustments.
Overall, the Company remained in a pre-operational stage during both
periods, with no revenue generation and operating results driven
primarily by general and administrative expenses. The increase in net
loss in 2025 reflects continued investment in organizational
infrastructure and capital raising readiness in advance of deploying
capital into Projects and loan investments.
The Company might borrow money to invest in Projects, depending on the
circumstances at the time. If the Company needs to move quickly on a
Project and has not yet raised enough capital through the Offering, it
might make up the shortfall through borrowing. The General Partner will
make this decision on an as-needed basis. As of the date of this
Offering Circular, neither the Company nor the Projects currently have
any loans.
Other than investments made by the General Partner used to fund
formation and operating expenses (such as in connection with the
execution and delivery of the agreements setting forth the terms of the
Helios Loan) , the Company has received no investments. The Company has
no capital commitments and the Company has no immediately available
sources of liquidity other than the proceeds of the Offering.
The compensation described in this section was calculated using the
accrual method in accordance with U.S. GAAP.
Page 27
The Company itself has no officers or employees. The individuals listed
below are the Managing Partners, Executive Officers, and Significant
Employees of Energea Global, the General Partner of the Company.
|
Name
|
Position with General Partner
|
Age
|
Term of Office
|
Approximate Hours Per Week If Not Full Time (1)
|
|
Executive Officers
|
|
|
|
|
|
Mike Silvestrini
|
Managing Partner
|
46
|
01/01/2017 - Present
|
Full Time
|
|
Chris Sattler
|
Managing Partner
|
46
|
01/01/2017 - Present
|
Full Time
|
|
Gray Reinhard
|
Managing Partner, CTO
|
42
|
01/01/2020 - Present
|
Full Time
|
|
Isabella Mendonça
|
Managing Partner, General Counsel
|
35
|
10/02/2020 - Present
|
Full Time
|
|
|
|
|
|
|
|
Significant Employees
|
|
|
|
|
|
Arthur Issa
|
Financial Analyst
|
32
|
05/23/2018 - Present
|
Full Time
|
|
Paulo Vieira
|
Director of O&M
|
39
|
01/29/2024 - Present
|
Full Time
|
|
Francielle Assis
|
HR & HSEC Legal Coordinator
|
33
|
07/24/2023 - Present
|
Full Time
|
|
Marta Coelho
|
Controller, Global
|
54
|
12/07/2018 - Present
|
Full Time
|
|
Dave Rutty
|
Project Analyst
|
37
|
06/13/2022 - Present
|
Full Time
|
|
Julio Cezar dos Santos de Morais
|
Electrical Engineer
|
35
|
09/25/2023 - Present
|
Full Time
|
|
Juan Carvajales
|
Loan Analyst
|
53
|
08/01/2023 - Present
|
Full Time
|
(1) The above listed employees do not record specific hours to each
Company managed by Energea Global. Rather, the employees focus their
full-time and energy to each Project, portfolio, or process as needed.
The General Partner cannot estimate number of hours per week spent
managing this or any particular Company as the employees are salaried.
The work required to manage the Company and other companies managed by
Energea Global changes from time to time depending on the number and
frequency of Projects resulting from the amount they raise in each
Offering. As the companies grow, dedicated staff are brought in to
exclusively manage a specific company. As of December 31, 2025, there
are no staff members exclusively dedicated to the Company and it is
managed by the General Partner's executive team and certain
significant employees.
Marta Coelho, the General Partner's Controller, is the sister-in-law of
Mike Silvestrini, the Managing Partner. There are no other family
relationships among the executive officers and significant employees of
the General Partner.
Energea Global, the General Partner of the Company, is majority owned by
Mike Silvestrini, a resident of Chester, Connecticut.
Mike Silvestrini
Mike is an accomplished professional with over 15 years of experience in
the solar energy industry. He has played an executive key role in the
development of over 500 solar projects across the United States, Brazil,
and Africa while being directly responsible for nearly one billion of
combined solar project finance.
Page 28
Since 2017, Mike has been the Co-Founder & Managing Partner at
Energea Global LLC. In his capacity as Co-Founder & Managing Partner
of the General Partner, Mike directs the Investment Committee which
determines the investment strategy for all funds managed by the
business. To date, Energea Global manages four funds formed to acquire
and operate solar power projects: the Company, Energea Portfolio 2 LP,
Energea Portfolio 3 Africa LP, and Energea Portfolio 4 USA LP. See
Other Solar Energy Funds below for the status each fund's
offerings.
Since 2015, Mike has served as a Board Member of the Big Life
Foundation, an organization dedicated to preserving over 1.6 million
acres of wilderness in East Africa. Through community partnerships and
conservation initiatives, Big Life protects the region's biodiversity
and promotes sustainable practices.
From 2008 to 2017, Mike co-founded and served as the CEO of Greenskies
Renewable Energy LLC, a leading provider of turnkey solar energy
services. His expertise contributed to the development, financing,
design, construction, and maintenance of solar projects across the
United States. Notably, he was involved in solar installations on Target
Corporation stores and distribution centers, Wal-Marts and Sam's Clubs,
Amazon distribution centers, capped municipal landfills, and any schools
and universities.
Mike's track record in renewable energy, his involvement in hundreds of
solar projects worldwide, and his dedication to environmental
sustainability position him as a driving force in managing investments
in solar generating assets.
Chris Sattler
Chris is a seasoned energy entrepreneur with a proven track record in
building and scaling companies in the renewable and retail energy
sectors. Most recently, he served as Chief Executive Officer of IVI
Energia, a joint venture between Energea Global and Brookfield Asset
Management. Over his 18-month tenure, he led the company from inception
to a $280 million valuation before returning to his role at Energea
Global.
Earlier in his career, Chris co-founded North American Power and served
as Chief Operating Officer. Under his leadership, the company expanded
into more than 35 utility markets across the U.S., serving over one
million residential and small commercial customers. In 2017, the company
was acquired by Calpine Corporation with annual gross sales exceeding
$850 million.
Chris holds a Bachelor's degree in Real Estate and Urban Economics from
the University of Connecticut School of Business and is an alumnus of
Harvard Business School's Program for Leadership Development. He
currently resides in Rio de Janeiro.
Gray Reinhard
Gray is an experienced software engineer specializing in business
intelligence tools across multiple industries. Early in Gray's career,
he worked primarily in E-Commerce where he built and supported sites for
over 20 brands including several Fortune 500 companies. From there, Gray
moved into renewable energy where he developed the project management
software for the country's largest commercial solar installer,
Greenskies. This custom platform managed everything from sales and
financing to the construction, maintenance, and performance monitoring
of over 400 solar projects owned by the company.
Prior to joining Energea Global in January 2020, Gray served as the CTO
of Dwell Optimal Inc. which assists businesses providing employees with
travel accommodations.
Gray studied at Princeton University.
Isabella Mendonça
Isabella is a corporate lawyer with experience in cross-border M&A
transactions and the drafting and negotiation of highly complex
contracts and corporate acts in different sectors, such as energy, oil
& gas and infrastructure. Isabella has previously worked as an
attorney for Deloitte and Mayer Brown in Brazil, where she was an
associate in the Energy group, working in regulatory, contractual and
corporate matters related to renewable energy project development.
From 2016 until she joined Energea Global, Isabella was an associate in
the corporate and securities practice at Mayer Brown in the Rio de
Janeiro office.
Isabella studied law at Fundacão Getulio Vargas, in Brazil and
has a master's degree (LLM) from the University of Chicago.
Page 29
Arthur Issa
Arthur Issa was one of the first employees at Energea Global, starting
in May, 2018. Over the course of his time with the business, Arthur has
participated in the successful closing of more than 100 MW of solar
projects and developed the financial models that support more than
$300mm of AUM. Arthur is responsible for financial modeling of all
Projects and Loans at Energea Global. He also supports the company's
corporate financial planning through detailed financial modelling,
reporting and cash flow management. As an integral part of the team, he
provides the tools necessary for management to make investment decisions
for Energea Global and the Company. Arthur has a B.S. in Production
Engineering from University Candido Mendes in Rio de Janeiro, Brazil.
Paulo Vieira
Paulo is an accomplished electrical engineer with a master's degree in
Energy Resources Engineering and over 5 years of leadership experience
in the renewable energy sector. He currently serves as the Global
O&M Manager at Energea Global, where he oversees operations and
maintenance across a global portfolio of photovoltaic assets spanning
the USA, Brazil, and South Africa. Paulo is a member of Energea Global's
Investment Committee.
Specializing in solar energy systems, Paulo has led the operations of
more than 2.2 GW of solar projects. His expertise includes O&M
strategy development, performance optimization, technical team
leadership, and cost control initiatives aimed at improving operational
KPIs and financial performance. His professional journey includes
strategic roles at Recurrent Energy, Enel Green Power, COMERC Energia,
Solarig, and AKTOR SA, where he managed large-scale solar assets and
drove operational excellence through data-driven decision-making and
cross-functional coordination.
Paulo also brings a strong academic foundation, with a postgraduate
specialization in Photovoltaic Solar Systems and international
experience through Brazil's Scientific Mobility Program in the U.S.,
where he studied at The University of Texas at El Paso. He is deeply
committed to advancing clean energy and delivering high-impact,
data-driven solutions in the solar power sector.
Francielle Assis
Francielle has over five years of professional legal experience with a
focus on labor and corporate law within large-scale corporate
environments. Since September 2024, she has served as HR & HSEC
Legal Coordinator at Energea Global. In that capacity, she ensures
compliance with labor laws and regulations for all corporate Human
Resources and oversees the company's Health, Safety, Environment and
Community ("HSEC") compliance and risk mitigation. Her
responsibilities include managing labor litigation, advising on
employment law matters, and coordinating with regulatory agencies and
external legal counsel. She also attends site visits for each Project to
opine on the community and security risk prior to investment and sits on
Energea Global's Investment Committee.
Prior to joining Energea Global, Francielle was a Senior Strategic Labor
Attorney at CPFL Energia, one of Brazil's largest energy companies.
There, she led complex employment litigation strategies and advised on
collective labor issues. She also served as Labor Attorney at CPFL,
supporting operational and strategic labor matters across the company's
various business units.
Earlier in her career, Francielle worked in both private law firms and
governmental institutions, handling labor and civil litigation. Her
experience includes managing procedural strategies and representing
corporate clients in both individual and collective labor disputes,
demonstrating a high level of legal and operational competence.
Marta Coelho
Since 2018, Marta Coelho has served as the Controller at Energea Global,
bringing with her a wealth of experience and expertise in finance and
accounting. As the global Controller, Marta plays a crucial role in
managing all financial aspects, including account management, taxation,
and audits, for Energea Global's diverse range of operating entities and
projects across Africa, Brazil, and the USA. Marta leads a team of
subordinate controllers and accountants at Energea Global and
coordinates with a bench of third-party accounting firms across our
jurisdictions of operation.
Page 30
Dave Rutty
Dave is a highly experienced solar professional with over 12 years of
hands-on experience building, maintaining, and managing solar projects.
As a Project Analyst at Energea Global, he plays a pivotal role in
overseeing construction and maintenance operations across all markets,
ensuring projects are executed with precision, safety, and technical
excellence. Dave is responsible for preparing Investment Committee memos
across Energea Global's multidisciplinary team of experts to ensure all
investments meet the company's stringent compliance requirements.
From 2020 to 2022, Dave served as a Managing Partner at SRES, a solar
contracting company based in the northeastern U.S. Prior to that, Dave
was served as the Vice President of Operations and Maintenance at
Greenskies Renewable Energy LLC.
Julio Cezar dos Santos de Morais
Julio is an experienced electrical engineer specializing in photovoltaic
systems, currently serving as an Electrical Engineer at Energea Global
since October 2023. He oversees project design, field and factory
inspections, and engineering analysis for distributed generation
systems. His technical expertise includes tools such as PVSyst, AutoCAD,
and protection design for medium-voltage applications.
Over the past nine years, Julio has held engineering roles at CPFL
Renováveis, Deode Energia, MEPEN Energia, and others, where he
managed solar projects exceeding 100 MW of combined solar power
generation capacity. Julio led technical teams and performed system
simulations and commissioning. He holds both bachelor's and master's
degrees in Electrical Engineering from the Federal University of
Technology - Paraná (UTFPR), with academic research published in
the field of power electronics.
Juan Carvajales
Juan is a seasoned business development professional with over 15 years
of experience in the renewable energy sector across U.S. and Latin
American markets. Since August 2023, he has worked as a Loan Analyst at
Energea Global, where he supports investment strategies and portfolio
architecture, leveraging his background in project development,
financing, and cross-border renewable energy transactions to identify
private credit opportunities.
Before joining Energea Global, Juan held key leadership roles including
Director of Business Development at GeneraSol (2007-2023) and Board
Member at SUA Power Company (2021-2023), where he focused on structuring
and executing solar PV and off-grid energy projects. He has also led
utility-scale solar development at Grupo BAZ and has a foundational
background in project and operations management. Juan holds a BBA from
Politécnico Costa Atlántica and additional certifications
in solar energy and environmental science.
Within the last five years, no Director, Executive Officer, or
Significant Employee of the Company has been convicted of, or pleaded
guilty or no contest to, any criminal matter, excluding traffic
violations and other minor offenses.
Within the last five years, no Director, Executive Officer, or
Significant Employee of the Company, no partnership of which an
Executive Officer or Significant Employee was a general partner, and no
corporation or other business association of which an Executive Officer
or Significant Employee was an executive officer, has been a debtor in
bankruptcy or any similar proceedings.
Energea Global, the General Partner of the Company, is also the general
partner of three other funds formed to acquire and operate solar power
projects, each of which is conducting an offering under Regulation A:
Page 31
·
Energea Portfolio 2 LP ("Portfolio 2"), which was formed to
acquire and operate projects located in Brazil with residential and
small business customers.
·
Energea Portfolio 3 Africa LP ("Portfolio 3"), which was formed
to acquire and operate projects located in Africa.
·
Energea Portfolio 4 USA LP ("Portfolio 4"), which was formed to
acquire and operate projects located in the United States.
The status of each of the Company's, Portfolio 2, Portfolio 3 and
Portfolio 4 current and prior offerings, as of December 31, 2025 is below:
|
|
Energea Portfolio 2 LP
|
Energea Portfolio 3 Africa LP
|
Energea Portfolio 4 USA LP
|
Energea Portfolio 5 LATAM LP
|
|
Date of Initial Qualification
|
08/13/2020
|
08/2/2021
|
07/01/2021
|
02/05/2026
|
|
Date of Current Qualification
|
03/26/2026
|
03/26/2026
|
03/26/2026
|
02/05/2026
|
|
Offering Amount Raised Through 12/31/25*
|
$36,540,098
|
$8,966,847
|
$7,167,127
|
$169,150**
|
|
Solar Projects Operating or Constructing
|
Eleven
|
Seventeen
|
Five
|
-
|
|
Current Maximum Offering Amount
|
$50,000,000
|
$50,000,000
|
$50,000,000
|
$50,000,000
|
*Gross of stock issuance costs
** Start-up costs funded by the General Partner
Our General Partner is
compensated when the Company pays the fees described in the table below
("Fees"):
|
Type of Fee
|
Timing of Fee
|
Description
|
|
Management Fees
|
Ongoing
|
The General Partner will charge the Company a management fee at
an annualized rate of 1.5%, calculated and paid monthly. The fee
will be calculated based on the Company's prior month-end NAV,
gross of Management Fees and Carried Interest (see
Price of Class A Investor Shares).
|
|
Carried Interest
|
Annually
|
The General Partner will be entitled to a 15.0% annual performance
allocation based on the Company's Total Annual Return, subject to
a 7.0% annual Preferred Return, a 100% catch-up, and a high-water
mark / loss carryforward (see
Calculating Carried Interest).
|
|
Origination Fees
|
When Projects and Loans are originated
|
The General Partner might originate and develop Projects and
Loans that are acquired by the Company. If so, the General
Partner shall be entitled to compensation that is no greater
than 5.0% of the Project's cost or the Loan's amount.
|
|
O&M and Credit Management Services ("Ancillary Services")
|
Ongoing as services are rendered according to contract
|
Energea Brazil provides O&M and Credit Management services to
some of the Projects owned by the Company. After an extensive
search to identify third parties to provide these services, the
General Partner concluded that the nascent solar market in Brazil
lacked cost-effective and experienced options for these tasks.
Energea Brazil, on the other hand, agreed to provide these
services at prices that were lower than those offered through the
competitive search process and has extensive experience providing
these services to hundreds of projects across multiple global
markets.
|
|
Interest on Loans
|
Whenever due and payable
|
The General Partner might lend to the Company to fund the
acquisition or investment in Projects and Loans or for other
purposes. Such a loan will bear interest at market rates. The
amount of interest will depend on the amount and term of any
such loans.
|
Page 32
For the purpose of calculating Carried Interest, we shall use the
following defined terms:
·
"Base NAV" means the Company's Net Asset Value ("NAV") on
the first day of a calendar month.
·
"Net Contributions" means, for any calendar month, capital
contributions, subscriptions or share issuances during such calendar
month, net of redemptions, repurchases or other capital withdrawals.
·
"Total Monthly Return" means, for any calendar month, the sum of
(i) distributions paid to Investors, plus (ii) the change in Base NAV
compared to the previous month, minus (iii) Net Contributions.
·
"Total Annual Return" is the sum of the twelve consecutive Total
Monthly Return amounts for the Calendar Year.
·
"Preferred Return Rate" means a 0.583% per month (7.0% per
annum).
·
"Monthly Preferred Return Amount" is the Preferred Return
Rate multiplied by the Base NAV.
·
"Annual Preferred Return Amount" is the sum of the twelve
consecutive Monthly Preferred Return Amounts for the Calendar Year.
During the first quarter of each Calendar Year, the General Partner will
calculate the Total Annual Return for the previous Calendar Year. To the
extent the Total Annual Return exceeds the Annual Preferred Return
Amount, such excess shall be allocated first, 100% to the General
Partner until the General Partner has received the amount necessary to
produce the 15% Carried Interest for such Calendar Year, and thereafter
85% to Investors and 15% to the General Partner.
If the Total Annual Return is less than the Annual Preferred Return
Amount, the shortfall will be carried forward through a high-water
mark/loss carryforward mechanism and must be recovered before Carried
Interest may be earned in a future Calendar Year.
While calculated and accrued on a monthly basis, Carried Interest will
only crystallize at the end of each Calendar Year.
While the General Partner is not entitled to any compensation other than
the Fees, it may defer some or all Fees at any time based on the General
Partner's assessment of the cash flow at the Company ("Deferred Fees"). Some Fees may be deferred indefinitely at the discretion of the
General Partner. To date, the General Partner has provided services
without charging the full amount owed by the Company. As the Company and
its cash flow stabilize, the General Partner may charge for Deferred
Fees - see Fees Paid to General Partner.
As the Company grows, markets, exceeds Preferred Returns and requires
the General Partner for Ancillary Services, fees are accrued to the
General Partner, some of which are deferred, as described above. Below
is a table which calculates the total amounts paid to the General
Partner from all possible fees, which have been paid as of December 31,
2025:
Page 33
|
Fee Type
|
Fees Paid to General Partner in 2025
|
Fees Paid Since Inception
|
|
Asset Management Fee
|
-
|
-
|
|
Carried Interest
|
-
|
-
|
|
Origination Fees
|
-
|
-
|
|
Ancillary Services
|
-
|
-
|
|
Interest on Loans
|
-
|
-
|
|
TOTAL
|
-
|
-
|
The General Partner and its affiliates might purchase Class A Investor
Shares. If so, they will be entitled to the same distributions as other
Investors holding such type of shares. If such investment is made to
facilitate the Company's acquisition of or investment in Projects before
there are sufficient proceeds from this Offering, the General Partner
will be entitled to redeem its Class A Investor Shares from additional
Offering proceeds as they are raised. As of April 30, 2026, the General
Partner did not own any Class A Investor Shares which was 0.0000% of all
outstanding shares as of that date.
As of the date hereof, the individuals named below own Class A Investor
Shares and such individuals, as well as other employees of the General
Partner may own Class A Investor Shares that they purchased privately
through the Platform in the same manner as any Investor.
The following table sets forth the approximate beneficial ownership
of our Class A Investor Shares as of April 30, 2026, for each person
or group that holds more than 10.0% of our Class A Investor Shares,
and for each director and executive officer of our General Partner and
for the directors and executive officers of our General Partner as a
group.
|
Name of Beneficial Owner (1)(2)
|
Number of Shares Beneficially Owned
|
Amount and Nature of Beneficial Ownership Acquirable
|
Percent of All Shares
|
|
Energea Global LLC
|
0
|
N/A
|
0.0000%
|
|
Michael Silvestrini
|
1,892(3)
|
N/A
|
0.0921%
|
|
Christopher Sattler
|
0(3)
|
N/A
|
0.0000%
|
|
Grey Reinhard
|
133
|
N/A
|
0.0065%
|
|
All directors and executive officers of our General Partner as
a group (3 persons)
|
2,025
|
N/A
|
0.0986%
|
(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 41.10% and
32.10% of the shares of Energea Global LLC, respectively. (As of December
31, 2025)
Page 34
The Company might enter into other transactions with related parties. If
so, any compensation paid by the Company to the related party shall be
(i) fair to the Company, and (ii) consistent with the compensation that
would be paid to an unrelated party.
By "related party" we mean:
·
The General Partner or a subsidiary of the General Partner;
·
Any director, executive officer, or significant employee of the Company
or the General Partner;
·
Any person who has been nominated as a director of the Company or the
General Partner;
·
Any person who owns more than 10% of the voting power of the Company or
the General Partner; and
·
An immediate family member of any of the foregoing.
As of the date of this Offering Circular, the Company has entered into
transactions with related parties in one circumstance:
·
Credit Advance: The Company entered into several credit advances
from the General Partner to accelerate the availability of capital
needed to make certain small payments. These amounts are recorded as
do-to/do-from transactions and no interest is charged to the Company for
these advances.
The Company has not, and does not intend to, enter into any related
party transaction with the General Partner or its subsidiaries or any
other related party other than those transactions described above in
Compensation of General Partner. As discussed above, the Company
may pay or reimburse the General Partner for marketing expenses,
management fees, Carried Interest, Ancillary Services and interest on
loans. There are no other expenses, nor will there be other expenses in
the future, where the Company pays a related party other than the Fees.
The Company is offering up to $50,000,000 of Class A Investor Shares.
All of the rights and obligations associated with the Class A Investor
Shares are set forth in:
·
The LP Agreement, which can be found
here; and
·
The Authorizing Resolution, which can be found
here.
The price of Class A Investor Shares is equal to the NAV, divided by the
number of outstanding shares, divided by 0.95 (to accommodate marketing
costs necessary for Class Reg A Investors to discover the investment
opportunity, see below).
The NAV is the Net Present Value ("NPV") of the Estimated Net
Operating Income ("Estimated NOI") of the Company. The Estimated
NOI calculation is the General Partner's estimation of future cash flow
from Projects, Loans and Company Investments minus operating expenses at
both the Project and Company levels.
To estimate cash flow from Projects, we estimate monthly energy produced
by each Project using predictive software called PVsyst. To estimate
monthly revenue for each Project, the energy rate described in the Power
Purchase Agreement ("Energy Rate") is multiplied by projected
kilowatt-hours ("kWh") throughout the term of the Power Purchase
Agreements. We then deduct the expected Project Operating Expenses to
determine the cash available for distribution to the Company from the
Projects. We also include anticipated interest payments from Loans and
anticipated returns from Company Investments, if any.
Page 35
The Company calculates the NPV of Estimated NOI using a discount rate
determined by the Finance Committee of the General Partner (the "Discount Rate"). As of the date of this Offering, the Discount Rate is 11.0% per
annum. The Discount Rate is subject to periodic review based on market
conditions, interest rates, country risk, asset risk, financing
conditions, portfolio composition and other factors deemed relevant. The
Discount Rate is a valuation input only and is not a guaranteed return,
promised yield, or target investor return.
Class A Investor Shares and Reg D Investor Shares each differ by the
cost paid to third parties for discovering the investment opportunity.
While Reg D Investors may pay a broker dealers of registered investment
advisors, Class A Investors generally discover the Company through paid
marketing channels such as digital marketing, podcast advertising,
promotional events, etc.
When a Reg D Investor pays a broker dealer, for example, he, she or it
pays the broker dealer directly as opposed to being charged to the
Company. Only Class A Investors, who rely on broad marketing and
communications to discover the Company, pay for such communications as a
Company expense.
By dividing the baseline share price by 0.95, we assume marketing
expenses of the Company at 5% of total sold Class A Investments.
Spending more than 5% on marketing would unintentionally burden other
classes of shares with Class A discovery costs. Thus, the Company caps
marketing expenses at 5% of all Class A Investments.
Investors will have no right to vote or otherwise participate in the
management of the Company. Instead, the Company will be managed by the
General Partner exclusively.
The Company is governed by a Limited
Partnership Agreement dated June 17, 2025 (the "LP Agreement"). A
copy of the LP Agreement can be found
here. The Class A Investor Shares being offered were created by the General
Partner under an Authorizing Resolution pursuant to Section 3.01 of the
LP Agreement. A copy of the Authorizing Resolution can be found
here.
The LP Agreement establishes Energea Global LLC, a Delaware limited
liability company, as the General Partner.
The following summarizes some of the key provisions of the LP Agreement
and the Authorizing Resolution. This summary is qualified in its
entirety by the LP Agreement itself, a copy of which can be found
here, and by the Authorizing Resolution itself, a copy of which can be
found
here.
The Company was formed in Delaware on August 7, 2023, pursuant to the
Delaware Limited Liability Company Act. On June 17, 2025, the Company
converted from a Delaware limited liability company to a Delaware
limited partnership, pursuant to the Delaware Revised Uniform
Partnership Act.
Under the LP Agreement, ownership
interests in the Company are referred to as a "Share", while the
owners, are referred to as "Limited Partners".
The General Partner adopted the Authorizing Resolution to create the
Class A Investor Shares. Any Investor who buys Class A Investor Shares
in the Offering will be a Limited Partner under the LP Agreement.
Page 36
The interests in the Company are denominated by 2,501,000,000 Shares.
2,000,000,000 of these Shares are designated as either Class B Shares,
Class C Shares, Class D Shares or Class I Shares, with the exact amount
of each such class being determined by the General Partner. In
accordance with the Partnership Agreement, the General Partner may
reclassify any unsold existing class of Investor Shares into one or more
classes by adopting one or more authorizing resolutions.
The Class A Investor Shares will, for the most part, be owned by
Investors and are the subject of this Offering. As of April 30, 2026,
the General Partner did not own any Class A Investor Shares. By adopting
other authorizing resolutions, the General Partner may create, offer,
and sell other classes of Investor Shares in the future, which could
have rights superior to the rights of the Class A Investor Shares.
The General Partner has complete discretion over all aspects of the
business conducted by the Company. For example, the General Partner may
(i) create classes of Shares with such terms and conditions as the
General Partner may determine in its sole discretion; (ii) issue Shares
to any person for such consideration as the General Partner maybe
determine in its sole discretion, and admit such persons to the Company
as Limited Partners; (iii) engage the services of third parties to
perform services on behalf of the Company; (iv) enter into one or more
joint ventures; (v) purchase, lease, sell, or otherwise dispose of real
estate and other assets including Projects or Loans, in the ordinary
course of business or otherwise; (vi) enter into leases and any other
contracts of any kind; (vii) incur indebtedness on behalf of the
Company, whether to banks or other lenders; (viii) determine the amount
of the Company's distributable cash (as described herein), and, subject
to any authorizing resolutions, the timing and amount of distributions
to Limited Partners; (ix) determine the information to be provided to
the Limited Partners; (x) grant mortgages, liens, and other encumbrances
on the Company's assets; (xi) make all elections under the Code and the
provisions of State and local tax laws; (xiii) file a petition in
bankruptcy; (xiv) discontinue the business of the Company; and (xv)
dissolve the Company.
Investors who purchase Class A Investor Shares will not have any right
to vote on any issue other than certain amendments to the LP Agreement,
or to remove the General Partner.
The General Partner can be removed for "cause" under a procedure set
forth in Section 5.06 of the LP Agreement.
The term "cause" includes:
·
An uncured breach of the LP Agreement by the General Partner; or
·
The bankruptcy of the General Partner; or
·
Certain misconduct on the part of the General Partner, if the
individual responsible for the misconduct is not terminated.
A vote to remove the General Partner for cause must be approved by
Limited Partners owning at least seventy-five percent (75%) of the
issued and outstanding Class A Investor Shares and the Reg D Shares,
voting together as a single class (the Class A Investor Shares and the
Reg D Shares being collectively referred to herein as the "Investor Shares"). Whether "cause" exists would then be decided in arbitration
proceedings conducted under the rules of the American Arbitration
Association, rather than in a court proceeding.
These provisions are binding on every person who acquires Class A
Investor Shares, including those who acquire Class A Investor Shares
from a third party, i.e., not from the Company.
The LP Agreement protects the
General Partner and its employees and affiliates from lawsuits brought
by Investors. For example, it provides that the General Partner will not
be liable to the Company for mistakes, errors in judgment, or other acts
or omissions (failures to act) as long as the act or omission was not
the result of the General Partner's fraud or willful misconduct under
the LP Agreement. This limitation on the liability of the General
Partner and other parties is referred to as "exculpation."
Page 37
The LP Agreement also requires the Company to indemnify (reimburse) the
General Partner, its affiliates, and certain other parties from losses,
liabilities, and expenses they incur in performing their duties. For
example, if a third party sues the General Partner on a matter related
to the Company's business, the Company would be required to indemnify
the General Partner for any losses or expenses it incurs in connection
with the lawsuit, including attorneys' fees. However, if it is
judicially determined that such General Partner is not entitled to be
exculpated under the standard described in the preceding paragraph by
the LP Agreement, the General Partner shall promptly reimburse the
Company for any reimbursed or advanced expenses.
Notwithstanding the foregoing, no exculpation or indemnification is
permitted to the extent such exculpation or indemnification would be
inconsistent with the requirements of federal or state securities laws
or other applicable law.
The detailed rules for exculpation and indemnification are set forth in
section 6.02 of the LP Agreement.
Once an Investor pays for his, her, or its Class A Investor Shares, the
Investor will have no obligation to make further contributions to the
Company (except for the return of distributions under certain
circumstances as required by Sections 17-607 and 17-804 of the Delaware
LP Act, as described in more detail under
Liability To Make Additional Contributions below.
No Investor will be personally liable for any of the debts or
obligations of the Company.
The manner in which the Company will distribute its available cash is
described in Distributions.
In general, Investors may freely transfer their Class A Investor Shares.
However, if an Investor wants to sell Class A Investor Shares, the
Investor may only offer the Class A Investor Shares to the General
Partner via the Platform. The General Partner generally has a first
right of refusal to purchase Class A Investor Shares pursuant to Article
8 of the LP Agreement. See
Risk Factors-No Market for the Class A Investor Shares; Limits on
Transferability.
If an Investor who is a human being (as opposed to an Investor that is a
legal entity) should die or become incapacitated, the Investor or his,
her or its successors will continue to own the Investor's Class A
Investor Shares.
The Company will pay certain management fees and other fees to the
General Partner, as summarized in
Compensation of General Partner.
The General Partner may require an Investor to sell his, her, or its
Class A Investor Shares back to the Company:
·
If the Investor is an entity governed by the Employee Retirement Income
Security Act of 1974, Code section 4975, or any similar Federal, State,
or local law, and the General Partner determines that all or any portion
of the assets of the Company would, in the absence of the redemption,
more likely than not be treated as "plan assets" or otherwise become
subject to such laws.
Page 38
·
If the General Partner determines that the Investor has engaged in
certain misconduct described in the LP Agreement.
If an Investor's Class A Investor Shares are purchased by the Company as
provided above, the price will be equal to 90% of the then-current share
price of such Class A Investor Shares as published on the Platform.
The purchase price will be paid by wire transfer or other immediately
available funds.
If the General Partner wants to sell the business conducted by the
Company, it may affect the transaction as a sale of the Project owned by
the Company or as a sale of all the Shares in the Company. In the latter
case, Investors will be required to sell their Class A Investor Shares
as directed by the General Partner, receiving the same amount they would
have received had the transaction been structured as a sale of assets.
All documents, including all tax-related documents, will be transmitted
by the Company to Investors via email and/or through the Platform.
The General Partner may amend the LP Agreement unilaterally (that is,
without the consent of anyone else) for a variety of purposes, including
to:
·
Cure ambiguities or inconsistencies in the LP Agreement;
·
Add to its own obligations or responsibilities;
·
Conform to this Offering Circular;
·
Comply with any law;
·
Ensure that the Company isn't treated as an "investment company" within
the meaning of the Investment Company Act of 1940;
·
Do anything else that could not reasonably be expected to have a
material adverse effect on Investors.
An amendment that has, or could reasonably be expected to have, a
material adverse effect on Investors, requires the consent of the
General Partner and Investors holding a majority of the Class A Investor
Shares.
An amendment that would require an Investor to make additional capital
contributions, delete or modify any amendments listed in Section 11.03
of the LP Agreement or impose personal liability on an Investor requires
the consent of the General Partner and each affected Investor.
Within a reasonable period after the end of each fiscal year of the
Company, the General Partner will provide Investors with (i) a
statement showing in reasonable detail the computation of the amount
distributed, and the manner in which it was distributed (ii) a balance
sheet of the Company, (iii) a statement of income and expenses, and (iv)
such additional information as may be required by law. The financial
statements of the Company need not be audited by an independent
certified public accounting firm unless the General Partner so elects or
the law so requires. While the Company currently maintains audited
financial statements, under the LP Agreement, the Company is not
required to maintain audited financial statements unless the General
Partner so elects or the law so requires.
Page 39
As a "tier 2" issuer under Regulation A, the Company will also be
required to provide investors with additional information on an ongoing
basis, including annual audited financial statements, annual reports
filed on SEC Form 1-K, semiannual reports filed on SEC Form 1-SA,
special financial reports filed on SEC Form 1-K, and current reports on
SEC Form 1-U. If, however, our Class A Investor Shares are held "of
record" by fewer than 300 persons, these reporting obligations could be
terminated.
A Member's right to see additional information or inspect the books and
records of the Company is limited by the LP Agreement.
Distributions made in liquidation of the Company will be made in the
manner described Distributions, depending on whether the
distributions consist of ordinary operating cash flow or net capital
proceeds.
The holders of the Class A Investor Shares will not have preemptive
rights. That means that if the Company decides to issue securities in
the future, the holders of the Class A Investor Shares will not have any
special right to buy those securities.
Once an Investor pays for his, her, or its Class A Investor Shares, the
Investor will have no obligation to make further contributions to the
Company (except for the return of distributions under certain
circumstances as required by Sections 17-607 and 17-804 of the Delaware
LP Act).
Under Section 17-607 of the Delaware LP Act, a limited partnership may
not make a distribution to a partner if, after the distribution, all
liabilities of the limited partnership, other than liabilities to
partners on account of their partnership interests and liabilities for
which the recourse of creditors is limited to specific property of the
limited partnership, would exceed the fair value of the assets of the
limited partnership. The Delaware LP Act provides that a partner who
receives a distribution and knew at the time of the distribution that
the distribution was in violation of Section 17-607 of the Delaware LP
Act shall be liable to the limited partnership for the amount of the
distribution for three years.
Under Section 17-804 of the Delaware LP Act, a limited partnership is
required to distribute its assets: (i) first to creditors, to the extent
otherwise permitted by law, in satisfaction of the limited partnership's
liabilities other than liabilities for which payment has been made and
distributions to partners and former partners; (ii) unless otherwise
provided in its limited partnership agreement, to partners and former
partners in satisfaction of liability for distributions under the
Delaware LP Act; and (iii) unless otherwise provided in its limited
partnership agreement, to partners first for the return of their
contributions and second respecting their partnership interests, in the
portions in which they share in distributions. The Delaware LP Act
provides that a member who receives a distribution and knew at the time
of the distribution that the distribution was in violation of Section
17-804 of the Delaware LP Act shall be liable to the limited partnership
for the amount of the distribution for three years.
In some situations, the General Partner might be required by law to
withhold taxes and/or other amounts from distributions made to
Investors. The amount we withhold will still be treated as part of the
distribution. For example, if we distribute $100 to an Investor and are
required to withhold $10 in taxes, for our purposes the Investor will be
treated as having received a distribution of $100 even though only $90
was deposited in the Investor's bank account.
At this time, all Investors are U.S. persons for all federal tax
purposes. To the extent at any point in the future any Investors may be
non-U.S. persons, the distributions to Investors may subject to
additional tax withholding and other reporting requirements.
Page 40
The Company can only distribute as much cash flow as the Company has
available for distributions (see Distributions). There is no
guarantee that the Projects will generate enough cash flow, after paying
expenses, to distribute enough to pay a positive return to Investors or
even to return all their invested capital.
Investors should note that the General
Partner
may, in its sole discretion, amend, suspend, or terminate the
Redemption Plan at any time without prior notice for any reason, and
the General Partner
reserves the right to reject any Redemption Request at any time for
any reason.
Our Class A Investor Shares are currently not listed on a national
securities exchange or included for quotation on a national securities
market, and currently there is no intention to list our Class A Investor
Shares. While Investors should view an investment in the Company as
long-term, we are adopting a redemption plan ("Redemption Plan")
whereby an Investor has the opportunity to obtain liquidity.
At any time after sixty (60) days following the purchase of Class A
Investor Shares, an Investor may request redemption of their Class A
Investor Shares in accordance with the Company's Redemption Plan as set
forth herein.
In order to submit a redemption request ("Redemption Request")
Investors must (1) submit a time-stamped request via the Platform, (2)
have no more than one outstanding request at any given time, and (3)
request that the Company redeem no more than $50,000 worth of Class A
Investor Shares per request. In addition, the Redemption Plan is subject
to certain liquidity limitations, which may fluctuate depending on the
liquidity of the Company. We reserve the right to reject any Redemption
Request at any time to protect our operations and our non-redeemed
Investors, to prevent an undue burden on our liquidity, or for any other
reason, including, what we deem to be a pattern of excessive, abusive or
short-term trading.
As calculated below, the redemption price ("Redemption Price")
may be reduced by a discount based on the time of the Redemption
Request, rounded down to the nearest cent. The Redemption Price will be
equal to (i) the current price of the Class A Investor Shares in effect
at the time the Redemption Request is made, reduced by (ii) the
aggregate sum of distributions, if any, with record dates during the
period between the Redemption Request date and the redemption date. The
current price of the Class A Investor Shares is published on the
Platform, and Investors will be informed of the estimated Redemption
Price at the time a Redemption Request is submitted, subject to the
adjustment for distributions described above.
Based on the time when an Investor submits a Redemption Request, the
Redemption Prices are set forth below:
|
Holding Period from Date of Settlement
|
Redemption Price
(as percentage of per share redemption price)(1)
|
|
|
Settlement date to 60 days
|
No Redemptions
|
|
|
60 days to 3 years
|
95.0
|
% (2)
|
|
More than 3 years
|
100.0
|
% (3)
|
(1)
The Redemption Price will be the per share price for our Class A
Investor Shares in effect as of the time the Redemption Request is
made (i) reduced by any distributions, if any, with record dates
during the period between the Redemption Request date and the
redemption date and (ii) rounded down to the nearest $0.01.
(2) For Class A Investor Shares held between 60 days and three (3) years,
the Redemption Price includes a fixed 5.0% discount based on the per
share price for our Class A Investor Shares in effect at the time of
the Redemption Request.
(3)
There is no discount to redemptions of Class A Investor Shares held
at least three (3) years.
Investors may withdraw their Redemption
Request at any time before the redemption is paid. If we agree to honor
a Redemption Request, such Redemption Request will be paid within 90
days.
Page 41
In light of the SEC's current guidance on redemption plans, we generally
intend to limit redemptions in any calendar quarter to Class A Investor
Shares whose aggregate value is 5.00% of the NAV of all of our
outstanding Class A Investor Shares on the last business day of the
preceding quarter, with excess capacity carried over to later calendar
quarters in that Calendar Year, up to a maximum of 20.00% of the NAV of
all of our Class A Investor Shares outstanding during any Calendar Year.
Notwithstanding the foregoing, we are not obligated to redeem Class A
Investor Shares under the Redemption Plan.
We cannot guarantee that the funds, if any, set aside for the Redemption
Plan will be sufficient to accommodate all Redemption Requests. In the
event our General Partner determines, in its sole discretion, that we do
not have sufficient funds available to redeem all of the Class A
Investor Shares for which Redemption Requests have been submitted, such
pending Redemption Requests will be honored on a first in first out
basis, if at all. In the event that not all Redemption Requests are
being honored in a given quarter, due to reaching the 5.00% quarterly
limit or otherwise, the Redemption Requests not fully honored will carry
over to the first business day of the next quarter and Investors will
not need to submit a new Redemption Request the following quarter.
Investors will be notified within 10 days of submitting a Redemption
Request whether their request for Redemption has been accepted or
denied.
We intend to limit Investors to one (1) Redemption Request outstanding
at any given time, meaning that, if an Investor desires to request more
or less Class A Investor Shares be redeemed, such Investor must first
withdraw the first Redemption Request. For Investors who hold Class A
Investor Shares with more than one record date, Redemption Requests will
be applied to such Class A Investor Shares in the order in which they
settled, on a first in first out basis - meaning, those Class A Investor
Shares that have been continuously held for the longest amount of time
will be redeemed first. In addition, we intend to limit Redemption
Requests to $50,000 worth of Class A Investor Shares per Redemption
Request.
In addition, our General Partner may, in its sole discretion, amend,
suspend, or terminate the Redemption Plan at any time without prior
notice, including to protect our operations and our non-redeemed
Investors, to prevent an undue burden on our liquidity, following any
material decrease in our NAV, or for any other reason. In the event that
we suspend our Redemption Plan, we expect that we will reject any
outstanding Redemption Requests and do not intend to accept any new
Redemption Requests. In the event that we amend, suspend or terminate
our Redemption Plan, we will file an Offering Circular supplement and/or
Form 1-U, as appropriate, and post such information on the Platform to
disclose such action. Therefore, you may not have the opportunity to
make a Redemption Request prior to any potential termination of our
Redemption Plan.
Investors will own the majority of the Class A Investor Shares while the
General Partner will own all the Common Shares. As of April 30, 2026,
the General Partner did not own any Class A Investor Shares as described
herein. The principal rights associated with the Common Shares are as
follows:
·
Distributions:
As the holder of the Common Shares, the General Partner will be entitled
to the distributions of the Carried Interest.
·
Voting Rights: The Common Shares will have no voting rights
per se. However, the General Partner, in its capacity as the
general partner of the Company, will control the Company.
·
Obligation to Contribute Capital: Holders of the Common Shares
will have no obligation to contribute capital to the Company.
·
Redemptions: Holders of the Common Shares will have no right to
have Common Shares redeemed.
To purchase Class A Investor Shares, you are required to sign an
investment agreement, the forms of which are attached hereto (See How to Invest). Each of the Investment Agreements enable Investors to make an
initial purchase of Class A Investor Shares (to the extent the Investor
is making a one-time purchase of the Class A Investor Shares). The
Auto-Invest Agreement and the Auto-Reinvestment Agreement permit an
Investor to make a one-time purchase of Class A Investor Shares and/or
enable an Investor to elect to make additional purchases of Class A
Investor Shares, pursuant to the terms of this Offering, on a periodic
basis, by either (i) establishing with the Company, a plan for the
Investor to automatically invest in the Offering on a periodic basis,
subject to the terms of an Auto-Invest Agreement signed by the Investor
and the Company or (ii) to reinvest the distributions the Investor
receives from their Class A Investor Shares into the purchase of
additional Class A Investor Shares, subject to the terms and conditions
of the an Auto-Reinvestment Agreement, signed by the Investor and the
Company.
Page 42
The Investment Agreements will limit your rights in several important
ways if you believe you have claims against us arising from the purchase
of your Class A Investor Shares:
Any claims arising from your purchase of Class A Investor Shares must be
brought in the state or federal courts located in Wilmington, Delaware,
which might not be convenient to you.
You would not be entitled to recover any lost profits or special,
consequential, or punitive damages. However, that limitation does not
apply to claims arising under federal securities laws.
To the extent an Investor elects to automatically invest in the Offering
on a periodic basis, such Investor will be subject to the terms and
conditions of an Auto-Invest Agreement, which include, but are not
limited to the following:
- Upon signing the Auto-Invest Agreement, the Investor will indicate the number of additional Class A Investor Shares ("Additional Shares") the Investor intends to purchase and the intervals at which the Investor will make such purchases, following their initial purchase of Class A Investor Shares, on the Investor Information Sheet attached thereto.
- Price: The price of Additional Shares to be purchased by Investor shall be the same price at which Class A Investor Shares are then being offered in the Offering.
- Opt Out: The Investor will have the ability cancel or pause the Auto-Investments from the Purchaser's online Energea account settings (https://www.energea.com/users/auto-invest), or by giving the Company at least (30) calendar days' notice (via email).
- Termination: In accordance with Regulation A, the Investor will no longer be permitted to make Auto-Investments after the Offering is terminated.
- Limitation: The law limits how much an investor who is not "accredited" within the meaning of 17 CFR §230.501(a) may invest in the Offering. As such, the Investor's investments could be subject to a cutback, and the Auto-Invest Agreement subject to termination, in the event the Company meets or exceeds the maximum amount of the Offering or, in the event the investor is non-accredited, the Investor's cumulative amount of investments with the Company meets or exceeds the maximum investment amounts permitted by a non-accredited investor under Regulation A. Under either circumstance, the Investor would be redeemed for those Class A Investor Shares subject to the cutback.
- No Transfer of Shares: The Investor will be prohibited from transferring the Shares purchased pursuant to the terms of the Auto-Invest Agreement without complying with the terms of the Partnership Agreement, subject to rights of first refusal in favor of the Company and securities laws limitations.
- Forum Selection: The Auto-Invest Agreement is governed by the internal laws of Delaware. Pursuant to the terms of the Auto-Invest Agreement, if the Investor is not otherwise subject to service of process in Delaware, the Investor agrees to appoint and maintain an agent in Delaware to accept service, and to notify the Company of the name and address of such agent.
- Potential for Cutback of Additional Shares Purchased: As a Tier 2 offering under Rule 251(a), the Investor's Class A Investor Shares could be subject to a cutback, and the agreement subject to termination, in the event the Company meets or exceeds the maximum amount of the Offering or, in the event the investor is non-accredited, the Investor's cumulative amount of investments with the Company meets or exceeds the maximum investment amounts permitted by a non-accredited investor under Regulation A. Under either circumstance, the investor would be redeemed for those Class A Investor Shares subject to the cutback.
Page 43
To the extent an Investor elects to reinvest the distributions the
Investor receives from their Class A Investor Shares into the purchase
of additional Class A Investor Shares, such Investor will be subject to
the terms and conditions of an Auto-Invest Agreement, which include, but
are not limited to the following:
- By signing the Auto-Reinvestment Agreement, the investor will agree to use a portion of the amount of the distributions received from the Company through the Investor's ownership of Class A Investor Shares to purchase Additional Shares.
- Price: The price of Additional Shares to be purchased by Investor shall be the same price at which Class A Investor Shares are then being offered in the Offering.
- Opt Out: The Investor will have the ability cancel or pause the Auto-Investments from the Purchaser's online Energea account settings (https://www.energea.com/users/auto-invest), or by giving the Company at least (30) calendar days' notice (via email).
- Termination: In accordance with Regulation A, the Investor will no longer be permitted to make Auto-Reinvestments after the Offering is terminated.
- Limitation: The law limits how much an investor who is not "accredited" within the meaning of 17 CFR §230.501(a) may invest in the Offering. As such, the Investor's investments could be subject to a cutback, and the Auto-Reinvestment Agreement subject to termination, in the event the Company meets or exceeds the maximum amount of the Offering or, in the event the investor is non-accredited, the Investor's cumulative amount of investments with the Company meets or exceeds the maximum investment amounts permitted by a non-accredited investor under Regulation A. Under either circumstance, the Investor would be redeemed for those Class A Investor Shares subject to the cutback.
- Investor Promises: The Investor promises, among other things, that the Shares shall not be transferred without complying with the terms of the Partnership Agreement, subject to rights of first refusal and securities laws limits.
- Forum Selection: The Auto-Reinvestment Agreement is governed by the internal laws of Delaware. If the Investor is not otherwise subject to service of process in Delaware, the Investor agrees to appoint and maintain an agent in Delaware to accept service, and to notify the Company of the name and address of such agent.
- Potential for Cutback of Additional Shares Purchased: As a Tier 2 offering under Rule 251(a), the Investor's Class A Investor Shares could be subject to a cutback, and the agreement subject to termination, in the event the Company meets or exceeds the maximum amount of the Offering or, in the event the investor is non-accredited, the Investor's cumulative amount of investments with the Company meets or exceeds the maximum investment amounts permitted by a non-accredited investor under Regulation A. Under either circumstance, the investor would be redeemed for those Class A Investor Shares subject to the cutback.
With respect to auto-reinvestments, investors will receive an email
notification that the Company has made a distribution. The email will
indicate what portion of the distribution will be reinvested to purchase
additional Class A Investor Shares and will include a hyperlink to the
then-current Offering Statement.
The Company maintains a ledger of each non-accredited investor to track
the amounts such investor has made in order to ensure compliance with
the exemption. Furthermore, the Company maintains a robust
record-keeping system in order to monitor amounts raised under the
Offering. To the extent the Company exceeds the total Offering amount,
the Company will redeem those investors whose purchases of Class A
Investor Shares were in excess of the limits of the Offering and all
Auto-Reinvestment Agreements will be terminated, in each instance,
pursuant to their terms.
Page 44
Upon receipt of the investor's Re-Investment Agreement, Investor
Information Sheet, and confirmation that the investor has created an
account on the Platform, the Company will take reasonable steps to
evaluate whether the information the investor has provided is sufficient
to establish whether such investor is accredited. If the investor is not
accredited, then pursuant to Rule 251(d)(2)(i)(C), the Company will
determine if the non-accredited investor's aggregate purchase price to
be paid by the investor is no more than ten percent (10%) of the greater
of such investor's: (1) annual income or net worth if a natural person;
or (2) revenue or net assets for such purchaser's most recently
completed fiscal year end if a non-natural person. The investor will
provide this information on the Investor Information Sheet and on the
Platform.
To buy Class A Investor Shares, go to the Platform and follow the
instructions. You will be asked for certain information about yourself,
including:
·
Your name and address
·
Your email address
·
Your social security number (for tax reporting purposes)
·
Whether you are an "accredited investor"
·
If you not an accredited investor, your income and net worth
You will also be asked to sign an Investment Agreement, a copy of which
is available
here.
To the extent you wish to participate in the Offering by automatically
investing on a periodic basis, you will be asked to sign an Auto-Invest
Agreement, a copy of which is available
here.
To the extent you wish to participate in the Offering by electing to use
the amount of distributions that you receive to purchase additional
Class A Investor Shares, you will be asked to sign an Auto-Reinvestment
Agreement, a copy of which is provided
here.
The minimum investment is $100. You will pay for your Class A Investor
Shares using one of the options described on the Platform.
The information you submit, including your signed Investment Agreement,
is called your "subscription." The General Partner will review your
subscription and decide whether to accept it. The General Partner has
the right to accept or reject subscriptions in our sole discretion, for
any reason or for no reason.
When you invest, your money will be held in an escrow account with a
third party until your subscription is reviewed and the General Partner
decides whether to accept it. When and if the General Partner confirms
that your subscription is complete and decided to accept your
subscription, the General Partner will release your money from the
escrow account to the Company.
Once the General Partner has accepted your subscription, you will be
notified by email and the investment process will be complete. The
General Partner will also notify you by email if it does not accept your
subscription, although it might not explain why.
You will not be issued a paper certificate representing your Class A
Investor Shares.
Anyone can buy Class A Investor Shares. The General Partner does not
intend to limit investment to people with a certain income level or net
worth, although there are limits on how much non-accredited investors
may invest in this Offering.
Page 45
As long as an Investor is at least 18 years old, they can invest in this
Offering. But if the Investor not an "accredited" investor, the amount
they can invest is limited by law.
Under 17 CFR §230.501, a regulation issued by the SEC, the term
"accredited investor" means:
·
A natural person who has individual net worth, or joint net worth with
the person's spouse, that exceeds $1 million at the time of the
purchase, excluding the value of the primary residence of such person;
·
A natural person with income exceeding $200,000 in each of the two most
recent years or joint income with a spouse exceeding $300,000 for those
years and a reasonable expectation of the same income level in the
current year;
·
A trust with assets in excess of $5 million, not formed for the
specific purpose of acquiring the securities offered, whose purchase is
directed by a sophisticated person;
·
A business in which all the equity owners are accredited investors;
·
An employee benefit plan, within the meaning of the Employee Retirement
Income Security Act, if a bank, insurance company, or registered
investment adviser makes the investment decisions, or if the plan has
total assets in excess of $5 million;
·
A bank, insurance company, registered investment company, business
development company, or small business investment company;
·
A charitable organization, corporation, or partnership, not formed for
the specific purpose of acquiring the securities offered, with total
assets exceeding $5 million; or
·
A director, executive officer, or general partner of the company
selling the securities, or any director, executive officer, or general
partner of a general partner of that issuer.
If the Investor falls within any of those categories, then the Investor
can invest any amount permitted on the Platform. If the Investor does
not fall within any of those categories, then the most they can invest
in this Offering is the greater of:
·
10% of their annual income; or
·
10% of their net worth.
These limits are imposed by law, not by the Company.
The Company will determine whether an Investor is accredited when he,
she, or it creates an account on the Platform.
We have filed with the SEC an offering statement under the Securities
Act on Form 1-A regarding this Offering. This Offering Circular, which is part of the offering statement, does not contain all the
information set forth in the offering statement and the exhibits
related thereto filed with the SEC, reference to which is hereby made.
Upon the qualification of the offering statement, we will be subject
to the informational reporting requirements that are applicable to
Tier 2 companies whose securities are qualified pursuant to Regulation
A, and accordingly, we will file annual reports, semi-annual reports
and other information with the SEC. The SEC maintains a website
at www.sec.gov that contains reports, information statements and other information
regarding issuers that file with the SEC.
Page 46
The information incorporated by reference herein is an important part
of the offering statement and this Offering Circular. The following documents previously filed with the SEC are
incorporated by reference into the offering statement and this Offering Circular:
·
the Company's Annual Report for the fiscal year ended December 31,
2025 on
Form 1-K
You may review these filings on our website and may also request a
copy of these filings at no cost, by contacting us at:
ENERGEA PORTFOLIO 5 LATAM LP
52 Main Street
Chester, CT 06412
www.energea.com
(860)-316-7466
So long as we remain subject to the periodic reporting requirements
of Regulation A, within 120 days after the end of each fiscal year we
will file on the SEC's EDGAR website an annual report on
Form 1-K. The annual report will contain audited financial
statements and certain other financial and narrative information that
we are required to provide to investors.
We also maintain a website at www.energea.com, where there may be additional information about our business, but the
contents of that site are not incorporated by reference in or
otherwise a part of this Offering Circular.
Certain legal matters with respect to the Class A Investor Shares will
be passed upon by the law firm of Norton Rose Fulbright US LLP
headquartered in New York, New York.
The Company's financial statements for the fiscal years ended December
31, 2025 and December 31, 2024 incorporated by reference in this
Offering Circular have been audited by Whittlesey PC, an independent
registered public accounting firm, as stated in its report appearing
herein. The financial statements have been included in reliance upon
that firm's report on its authority as an expert in accounting and
auditing.
The financial statements of the Company can be found in:
·
Item 7. Financial Statements
of the Company's Annual Report on Form 1-K for the fiscal year ended
December 31, 2025, which can be found here
or on the Platform at
https://www.energea.com/investment/5.
Each of the foregoing reports is incorporated herein by reference.
The Company will provide to each holder of securities, including any
beneficial owner, upon oral or written request, at no cost to the
requester, a copy of the financial statement information that is
incorporated herein by reference.
Page 47
|
3.8% NIIT
|
A 3.8% Net Investment Income Tax on certain investment income of
individuals, trusts, and estates under Section 1411 of the Code
|
|
Acts
|
The Investment Advisers Act of 1940 and the Investment Company
Act of 1940, each as amended.
|
|
Additional Shares
|
Additional Class A Investor Shares the Investor intends to
purchase after their initial purchase.
|
|
Advisers Act
|
Investment Advisers Act of 1940, as amended.
|
|
Ancillary Services
|
Support services like operations, maintenance, and credit
management provided to solar projects.
|
|
Annual Preferred Return Amount
|
For any Calendar Year, the dollar amount required for Investors
to achieve the Preferred Return for such Calendar Year,
determined by applying the Preferred Return to the Base NAV for
such Calendar Year and making appropriate adjustments for Net
Contributions during such Calendar Year.
|
|
Authorizing Resolution
|
The authorization adopted by the
General Partner pursuant to the
LP Agreement that created the Class A Investor Shares.
|
|
Base NAV
|
For any Calendar Year, the Company's NAV as of the first day of
such Calendar Year, after taking into account projected and
accrued Management Fees, but before deduction for the Carried
Interest being calculated.
|
|
Blue Sky Laws
|
State securities regulations.
|
|
Borrowers
|
A party that repays the Company for a Loan through principal
and interest payments.
|
|
C&I
|
Commercial and industrial offtakers
|
|
CAFD
|
Cash available for distribution.
|
|
Calendar Year
|
The twelve-month period ending December 31.
|
|
Carried Interest
|
The 15.0% annual performance allocation payable to the General
Partner based on Total Annual Return, subject to the Preferred
Return, 100% catch-up, and high-water mark / loss
carryforward.
|
|
CFCs
|
Controlled foreign corporations
|
|
Class A Investor Shares
|
The limited partnership 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).
|
|
Collateral Agreements
|
A collection of agreements and instruments designed to secure
obligations under a primary financing arrangement between a
borrower and a lender.
|
|
Company
|
Energea Portfolio 5 Colombia LP, a Delaware limited partnership,
which is offering to sell Class A Investor Shares in this
Offering.
|
|
Company Investments
|
Cash-on-hand investments generating returns, such as interest
from savings accounts.
|
|
Company Operating Expenses
|
Costs and expenses incurred by the Company.
|
|
Construction Contract
|
The contract whereby the Company or SPE will hire a third party
to provide to provide engineering, procurement, and construction
services for a Project.
|
|
Customers
|
Collectively refers to entities purchasing electricity or utility
services from the Company's renewable energy projects, as well as
borrowers of Loans. This includes entities under long-term Power
Purchase Agreements ("PPAs"), utility service contracts, and those
receiving financing for renewable energy project development.
|
|
Deferred Fees
|
Fees postponed by the General Partner due to cash flow
considerations, to be charged later at its discretion.
|
|
DERMS
|
Distributed Energy Resource Management Systems.
|
|
Development Company/ies
|
A company focused on acquiring and/or developing solar power
projects.
|
|
DG
|
Distributed generation, where power is produced locally and
delivered directly to users through systems like rooftop or
community solar.
|
|
Discount Rate
|
The annual discount rate used by the General Partner as an
input in determining NAV through the Company's discounted cash
flow methodology.
|
Page 48
|
Energea Global
|
Energea Global LLC, a Delaware limited liability company, which is
owned by Michael Silvestrini and Chris Sattler and serves as the
General Partner.
|
|
Energy Rate
|
The price per kWh
|
|
EPC
|
Engineering, Construction, and Procurement.
|
|
Estimated NOI
|
The estimated net operating income to be produced by the
Company.
|
|
Exchange Act
|
The Securities Exchange Act of 1934.
|
|
Fees
|
Compensation paid to the General Partner.
|
|
FINRA
|
Financial Industry Regulatory Authority, Inc.
|
|
Form 1-U
|
SEC form used to report significant events or changes by
companies under Regulation A.
|
|
General Partner
|
Energea Global LLC, a Delaware limited liability company.
|
|
GILTI
|
General Intangible Low-Tax Income, a federal U.S. tax on
profits made by companies outside the United States.
|
|
Helios
|
Helios Colombia S.A. E.S.P and Energía de la Alta S.A.
E.S.P, a Colombian utility company.
|
|
Helios Loan
|
A revolving loan issued to Helios, with the option for the
Company to advance funds under specified terms.
|
|
HSEC
|
Health, Safety, Environment and Community
|
|
Interconnection
|
Permission to connect a project to the electric grid.
|
|
Investment Agreements
|
Contracts signed to purchase or reinvest in Class A Investor
Shares, outlining limitations on investor rights.
|
|
Investment Committee (IC)
|
A multi-disciplinary committee of experienced renewable energy
executives of the General Partner which decides which Projects
the Company will invest in.
|
|
Investors
|
Anyone who purchases Class A Investor Shares in the Offering.
|
|
Investor Shares
|
Combined Class A Investor Shares and Reg D Shares held by
Limited Partners, voting as a single class.
|
|
IPPs
|
Independent Power Producers
|
|
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
|
|
LATAM
|
Latin America
|
|
Latin America
|
Central America, South America and/or the Caribbean
|
|
Limited Partners
|
Owners of Investor Shares
|
|
LP Agreement
|
The Company's Limited Partnership Agreement dated June 17,
2025.
|
|
Loan
|
Money lent to Development Companies
|
|
Loan Agreement
|
Company provides loans directly to Customers, secured by
Project assets such as off-taker contracts or PPAs.
|
|
Monthly Preferred Return Amount
|
For any calendar month, the portion of the Annual Preferred Return
Amount attributable to such calendar month, determined on a
monthly accrual basis and making appropriate adjustments for Net
Contributions during such calendar month.
|
|
MTR
|
Minimum Technical Requirement.
|
|
NAV
|
Net Asset Value
|
|
Net Contributions
|
For any Calendar Year, capital contributions, subscriptions or
share issuances during such Calendar Year, net of redemptions,
repurchases or other capital withdrawals during such Calendar
Year.
|
|
NOI
|
Net Operating Income.
|
|
NPV
|
Net Present Value
|
|
Offering
|
The offering of Class A Investor Shares to the public pursuant to
this Offering Circular.
|
|
Offering Circular
|
The Offering Circular you are reading right now, which includes
information about the Company and the Offering.
|
|
O&M
|
Operations and Maintenance
|
|
Partners
|
The General Partner and the Limited Partners, collectively.
|
|
Platform
|
The General Partner's website: www.energea.com
|
|
Portfolio 2
|
Energea Portfolio 2 LP
|
|
Portfolio 3
|
Energea Portfolio 3 Africa LP
|
Page 49
|
Portfolio 4
|
Energea Portfolio 4 USA LP
|
|
Power Purchase Agreement / PPA
|
A contract where the SPEs sell electricity generated by the
projects directly to customers.
|
|
PQA
|
Post Qualification Amendment
|
|
Preferred Return Rate
|
0.583% per month (7.0% per annum)
|
|
Project
|
A solar power product in which the Company invests.
|
|
Project Maintenance Contract
|
A contract with a third party engaged by the SPE to operate and
maintain the projects after construction.
|
|
Project Operating Expenses
|
Costs and expenses incurred by the Project.
|
|
Purchase and Sale Agreement
|
A contract used by the Company to acquire Project rights from a
Development Company.
|
|
Purchase and Sale Agreements for Environmental
Commodities
|
A contract used when SPEs sell environmental commodities (e.g.,
renewable energy credits) produced by the projects to
customers.
|
|
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.
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Redemption Request
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A request for redemption submitted through the Platform for up to
$50,000 in Class A Investor Shares.
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Reg D Investors
|
Accredited investors participating in Reg D Offerings.
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Reg D Offerings
|
Private securities offerings under Rule 506(c), open only to
accredited investors.
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Reg D Shares
|
Shares issued in Reg D Offerings.
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|
Regulations
|
Regulations issued under the Code by the Internal Revenue Service.
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Regulation A
|
Regulation A of the Securities Act of 1933 is an exemption from
registration requirements for public offerings.
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SEC
|
The United States Securities and Exchange Commission.
|
|
Securities Act
|
The Securities Act of 1933, as amended.
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Share
|
Ownership interest in the Company.
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Site Access
|
The Company's legal right to enter a property to build and
maintain a solar project.
|
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SPE
|
Special-Purpose Entity
|
|
Total Annual Return
|
The sum of the twelve consecutive Total Monthly Return amounts
for the Calendar Year.
|
|
Total Monthly Return
|
For any calendar month, the sum of (i) distributions paid to
Investors, plus (ii) the change in Base NAV compared to the
previous month, minus (iii) Net Contributions.
|
|
Trust Agreement
|
Financing managed through trusts.
|
|
USD
|
The currency of the United States called dollars.
|
|
U.S. GAAP
|
United States Generally Accepted Accounting Principles.
|
|
U.S. Holder
|
A beneficial owner of Class A Investor Shares that is a U.S.
citizen or resident, a U.S. corporation, a U.S. estate, or a U.S.
trust as defined for federal income tax purposes.
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|
VAT
|
Value Added Tax
|
Page 50
|
Exhibit No.
|
Description of Exhibit
|
|
2.1**
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|
|
2.2**
|
|
|
2.3**
|
|
|
2.4**
|
|
|
2.5**
|
|
|
2.6*
|
|
|
3.1**
|
|
|
4.1**
|
|
|
4.2**
|
|
|
4.3**
|
|
|
11.1**
|
|
|
11.2
|
Consent of Norton Rose Fullbright US LLP, to be filed by amendment
(included in Exhibit 12)
|
|
12.1
|
Legal opinion of Norton Rose Fullbright US LLP, including
consent, to be filed by amendment
|
|
99.1**
|
|
|
99.2**
|
|
|
99.3**
|
|
|
99.4*
|
* Filed herewith
**Filed Previously
Page 51
Pursuant to the requirements of Regulation A, the issuer certifies that
it has reasonable grounds to believe that it meets all of the
requirements for filing on Form 1-A and has duly caused this offering
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Chester, State of Connecticut, on June 4,
2026.
Energea Portfolio 5 LATAM LP
By: Energea Global LLC
By /s/ MICHAEL SILVESTRINI
Name: Michael Silvestrini
Title: Co-Founder and Managing Partner
This offering statement has been signed by the following person in the
capacities and on the date indicated.
By /s/ MICHAEL SILVESTRINI
Name: Mike Silvestrini
Title: Co-Founder and Managing Partner of Energea Global LLC (Principal
Executive Officer, Principal Financial Officer and Principal Accounting
Officer)
Page 52
