UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 1-U
CURRENT REPORT PURSUANT TO REGULATION A
June 6, 2025
(Date of Report (Date of earliest event
reported))
ENERGEA PORTFOLIO 3 AFRICA LP
(Exact name of registrant as specified in
its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
86-2564467
(I.R.S. Employer Identification No.)
52 Main Street, Chester, CT 06412
(Full mailing address of principal
executive offices)
860-316-7466
(Issuer's telephone number, including
area code)
Class A Investor Shares
(Title of
each class of securities issued pursuant to Regulation A)
ITEM 9. OTHER EVENTS
This Form 1-U is being filed pursuant to Regulation A
of the Securities Act of 1933, as amended (the "Securities Act") by
Energea Portfolio 3 Africa LP, a Delaware limited partnership (the "Company")
as the successor issuer to Energea Portfolio 3 Africa LLC (the "LLC").
Effective upon the filing of the appropriate documents with the State of
Delaware on June 5, 2025, the LLC converted from a Delaware limited liability
company to a Delaware limited partnership (the "Conversion"). In
accordance with Rule 257(b)(5) under the Securities Act, upon the effective
time of the Conversion, the Class A Investor Shares of the LLC, were deemed to
be qualified under Section Regulation A of the Securities Act as the Company is
deemed to be the successor issuer to the LLC. The Company expressly adopts the
Offering Statement, as amended, as its own offering statement for all purposes
of the Securities Act.
In connection with the conversion, the Company has
revised its governance and offering documents to reflect the new entity
structure. These include the Certificate of Conversion, the Limited Partnership
Agreement, the Authorizing Resolution, and the Investment Agreement. In
connection with the conversion, the Company has revised its governance and
offering documents to reflect the new entity structure. In connection with the
conversion, the Company has revised its governance and offering documents to reflect
the new entity structure. The Certificate of Conversion, Limited Partnership
Agreement, Authorizing Resolution, and Investment Agreement are being filed as
exhibits to this Form 1-U. These same documents will also be included in a
forthcoming Post-Qualification Amendment to the Company's Offering Statement on
Form 1-A, where they are expected to be designated as Exhibits 2.4, 2.5, 2.6,
and 4.2, respectively.
No substantive changes have been made to the terms of
the offering other than the conversion of the issuer from a limited liability
company to a limited partnership.
Signatures
Pursuant to
the requirements of Regulation A, the issuer has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Energea
Portfolio 3 Africa LP
By: Energea
Global LLC
By /s/
MICHAEL SILVESTRINI
Name:
Michael Silvestrini
Title:
Co-Founder and Managing Partner
This
document 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)
Date: June 6,
2025