Filed Pursuant to
Rule 253(g)(2)
File No. 024-12389
Supplement No. 12
dated June 10, 2025, to the Offering Circular dated June 26, 2024
This document supplements, and should be read in
conjunction with, the offering circular of Energea Portfolio 4 USA LP (formerly
Energea Portfolio 4 USA LLC), dated June 26, 2024, as previously supplemented
and filed by us with the Securities and Exchange Commission (the "Commission")
(collectively, the "Offering Circular"). Unless otherwise defined in this
supplement, capitalized terms used in this supplement shall have the same
meanings as set forth in the Offering Circular.
The
purpose of this supplement is to disclose:
·
The
conversion of Energea Portfolio 4 USA LLC to Energea Portfolio 4 USA LP,
which became effective on June 10, 2025. This change represents an entity
reorganization; no substantive changes have been made to the terms of the offering.
Energea Portfolio 4
USA LP
52 Main Street
Chester, CT 06412
This offering circular relates to
the offering of Class A Investor Shares pursuant to Regulation A of the
Securities Act of 1933, as amended. On June 10, 2025, Energea Portfolio 4 USA
LLC converted into Energea Portfolio 4 USA LP, a Delaware limited partnership.
The LP is the successor issuer and has adopted the offering statement of the
LLC pursuant to Rule 257(b)(5).
No substantive changes have been
made to the terms of the offering other than the issuer conversion. This filing
is submitted pursuant to Rule 253(g)(2).
In connection with the issuer
conversion, the Company has updated its governance and offering documentation.
Specifically, the Certificate of Conversion, the Limited Partnership Agreement,
the Authorizing Resolution, and the Investment Agreement have been revised or
adopted to reflect the Company's new legal structure and to ensure consistency
across the offering materials. A Post-Qualification Amendment to the Offering
Statement on Form 1-A will be filed to include these updated exhibits.