UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 1-U
CURRENT REPORT PURSUANT TO
REGULATION A
June 10, 2025
(Date of Report (Date of earliest event
reported))
ENERGEA PORTFOLIO 4 USA LP
(Exact name of registrant as specified
in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
86-2564823
(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 4 USA LP, a Delaware limited partnership (the "Company")
as the successor issuer to Energea Portfolio 4 USA LLC (the "LLC").
Effective upon the filing of the appropriate documents with the State of
Delaware on June 10, 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 4 USA 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 10, 2025