UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 1-SA
SEMI-ANNUAL REPORT PURSUANT TO REGULATION A
For the fiscal semi-annual period ended:
June 30, 2026
024-12630
(Commission File
Number)
ENERGEA PORTFOLIO 5 LATAM LP
(Exact name of
registrant as specified in its charter)
Delaware
(State or other
jurisdiction of incorporation or organization)
93-2777221
(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)
Page i
TABLE OF CONTENTS
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Section
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3
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4
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4
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4
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4
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4
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5
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5
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6
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7
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8
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8
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8
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8
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9
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9
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19
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19
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20
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Caution Regarding Forward-Looking Statements
We make statements in this Semi-Annual
Report 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 Semi-Annual
Report or in the information incorporated by reference into this Semi-Annual
Report.
The forward-looking statements
included in this Semi-Annual Report 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 in the Offering Circular);
·
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;
·
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;
Page 1
·
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 Semi-Annual Report. All
forward-looking statements are made as of the date of this Semi-Annual Report and
the risk that actual results will differ materially from the expectations
expressed in this Semi-Annual Report 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 Semi-Annual Report, 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 Semi-Annual Report, 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 Semi-Annual
Report will be achieved.
Page 2
Our
Business
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 Semi-Annual
Report, the Company does not own any Projects and has funded one (1) Loan
arrangement, as further described below. The Company generated no operating
revenue during the six months ended June 30, 2026.
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 in the Offering
Circular) 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 in the Offering Circular.
Description of Property
As of the date of this Semi-Annual Report, the Company does
not own any Projects. The Company's Loans, associated Project collateral and
terminated Loan arrangements are described below.
Loans
Issued
As of the date of this Semi-Annual Report, the Company has issued one
(1) Loan. The table below lists the total amount the Company has lent to each
Borrower and the maximum loan amount. Please refer to the links in the column
labeled "Memo" for the Investment Memorandum which gives in-depth
information regarding each Loan such as Borrower information, loan structure
and security, development strategy and key partnerships, financial overview,
governance and compliance, risk assessment and mitigation, and expected impact.
|
Borrower Name
|
Closing Date
|
Maximum Loan
Amount (1)
|
Amount Lent as
of date hereof
|
Memo (2)
|
|
Klima Invest S.A.S.
|
07/15/2026
|
$10,000,000
|
$2,941,094
|
Pending
|
|
Total
|
|
|
$2,941,094
|
|
(1) The Klima Loan
provides for advances denominated in Colombian pesos, with an aggregate
outstanding principal cap equivalent to US$10,000,000. The Company has no
obligation to enter into additional project-specific Loan agreements. Once a
project-specific Loan agreement is executed, funding is subject to satisfaction
of the applicable conditions and the absence of events suspending further
advances. The Project Loan amounts shown below are included within this
aggregate cap.
(2) "Pending" indicates
that the applicable Investment Committee Memo has not been finalized or filed
as of the date of this report.
Page 3
Project Collateral
The following table summarizes the Projects associated with
Loans funded by the Company as of the date of this Semi-Annual Report,
including the Borrower, location, funding date and amount funded for each
Project. The Company's investment is in the Loans, and the Company does not own
the underlying Projects.
|
Project Name
|
Borrower
|
Location
|
Date Funded
|
Project Loan
Amount (1)
|
Memo (2)
|
|
Sabana de Torres
|
Klima Invest S.A.S.
|
Santander, Colombia
|
08/10/2026
|
$1,467,478
|
Pending
|
|
Merecumbé
|
Klima Invest S.A.S.
|
Cesar, Colombia
|
08/14/2026
|
$1,473,616
|
Pending
|
|
Total
|
|
|
|
$2,941,094
|
|
(1) Project Loan
amounts represent amounts funded for each Project and are included in the total
amounts advanced to each Borrower in the Loans Issued table above. For Loans
denominated in Colombian pesos, amounts are presented in U.S. dollars using the
exchange rates applicable when funded.
(2) "Pending" indicates
that the applicable Investment Committee Memo has not been finalized or filed
as of the date of this report.
Loans
Terminated
The Company previously entered into the
Helios Loan. No amounts were funded under the Loan, and the agreement was
terminated effective August 04, 2026.
|
Borrower Name
|
Closing Date
|
Termination
Date
|
Amount Advanced
Before Termination
|
Memo
|
|
Helios Colombia S.A. E.S.P, and Energía de la Alta S.A. E.S.P
|
01/22/2025
|
08/04/2026
|
$0.00
|
|
Item 1. management
discussion and analysis of financial condition and result of Operations
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 Semi-Annual Report. 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 in the Offering Circular). Unless otherwise indicated, the
latest results discussed below are as of June 30, 2026.
Summary of Key
Accounting Policies
Investments
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.
Impairment
The Company evaluates for impairment under ASC 360,
utilizing the following required steps to identify, recognize and measure the
impairment of a long-lived asset 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.
Page 4
Revenue Recognition
The Company follows ASC 606
guidelines for Project revenue recognition. To apply this principle, the
standard establishes five key steps:
·
Step 1: Identify the contract with
the Customer
·
Step 2: Specify performance obligations
·
Step 3: Establish transaction price
·
Step 4: Allocate transaction price to performance obligations
·
Step 5: Recognize revenue
Project
revenue is recognized when or as control of the promised goods or services is
transferred to Customers, in an amount reflecting the consideration the Company
expects to receive under the respective contracts.
Loan interest income is outside
the scope of ASC 606 and is recognized on the accrual basis based on the
outstanding principal balance and the applicable contractual interest rate.
Market
Outlook and Recent Trends
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.
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.
Page 5
Distributions
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 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.
The following table summarizes
distributions paid to holders of Investor Shares for the six months ended June
30, 2026 and 2025. Total distributions represent the aggregate amounts paid to
holders of each class.
|
Investor Distributions (1)
|
Six months ended June 30, 2026
|
Six months ended June 30, 2025 (2)
|
|
Class A Investor Shares
|
$14,276
|
-
|
|
Class I Investor Shares
|
$45
|
-
|
|
Total distributions to Investor Shareholders
|
$14,321
|
-
|
(1) Total
distribution amounts are rounded to the nearest dollar.
(2) No
distributions were paid to holders of Investor Shares during the six months
ended June 30, 2025. No Class I Investor Shares were outstanding during that
period.
The table includes distributions to holders of the Company's
Investor Shares and excludes distributions to noncontrolling interests in
consolidated subsidiaries, if any.
Additional information regarding distributions and the
Company's cash flows is provided under Past Operating Results and Liquidity
and Capital Resources and in the accompanying consolidated statements of
changes in partners' equity and consolidated statements of cash flows.
Page 6
Past Operating Results
During the six months ended June 30, 2026,
the Company raised additional investor capital following the qualification of
its Regulation A offering on February 5, 2026, resulting in higher cash
balances and partners' equity. The Company had not originated any Loans as of
June 30, 2026 and reported no operating revenue during the period. Higher
operating expenses were partially offset by interest income, resulting in a net
loss.
The following discussion should be read in
conjunction with the Company's unaudited interim consolidated financial
statements and accompanying notes included in this report.
Operating Results for the Six
Months Ended June 30, 2026 and 2025
As of June 30, 2026 and December 31, 2025,
the Company had total assets of $4,892,339 and $66,325, respectively. These
balances consisted of cash and cash equivalents of $4,646,611 and $39,739,
other current assets of $233,908 and $686, and amounts due from a related entity
of $11,820 and $25,900, respectively. Total liabilities were $1,656 and
$11,190, while partners' equity totaled $4,890,683 and $55,135, respectively.
Asset growth primarily reflected cash received from investor share issuances.
The decrease in liabilities reflected lower accounts payable and accrued
expenses, partially offset by $705 payable to a related entity. Additional
information regarding related-party balances is provided in Note 2 of the
consolidated financial statements.
For the six months ended June 30, 2026 and
2025, the Company reported no operating revenue. The Company expects to
generate revenue primarily from interest earned on Loans to entities that own
and operate energy Projects. No Loans had been originated as of June 30, 2026.
Subsequent to the reporting period, the Company entered into a Master Loan
Agreement with Klima Invest S.A.S. on July 15, 2026 and began originating Loans
under the facility in August 2026, as described in Note 1 in the consolidated
financial statements.
Total operating expenses were $35,505 and
$3,867 for the six months ended June 30, 2026 and 2025, respectively. These
consisted of accounting expenses of $146 and $1,365, legal expenses of $22,672
and $390, regulatory expenses of $11,070 and $0, and other general and
administrative expenses of $1,617 and $2,112, respectively. The increase primarily
reflected higher legal and regulatory expenses, partially offset by lower
accounting and other general and administrative expenses.
The Company reported an operating loss of
$35,505 for the six months ended June 30, 2026, compared to $3,867 in the
corresponding period in 2025. Other income, net, was $26,479 in 2026,
consisting of interest income, compared to other expense of $105 in 2025. As a
result, net loss was $9,026, compared to $3,972 in the corresponding period in
2025. Foreign currency translation gains recorded in other comprehensive income
were $1,257 and $2,023, respectively, resulting in comprehensive losses of
$7,769 and $1,949, respectively.
During the six months ended June 30, 2026
and 2025, investor share issuances, net of issuance costs, totaled $4,857,638
and $123,450, respectively. Non-dividend distributions totaled $14,321 in 2026,
compared to none in the corresponding period in 2025. Additional investor
capital and foreign currency translation gains, partially offset by
distributions and the net loss, increased partners' equity during the period.
The Company issued 4,321,089 Class A Investor Shares and 27,949 Class I
Investor Shares during the six months ended June 30, 2026. Additional
information regarding the Company's shares is provided in Note 3 in the
consolidated financial statements.
Net cash used in operating activities was
$236,481 for the six months ended June 30, 2026, compared to $23,778 in the
corresponding period in 2025. Cash used in operations in 2026 primarily
reflected an increase in other current assets, together with the net loss and
reductions in accounts payable and accrued expenses, partially offset by a
reduction in amounts due from related entities. Net cash provided by financing
activities was $4,843,317 and $123,450, respectively. Financing activities in
2026 consisted of investor share proceeds of $4,964,175, less issuance costs of
$106,537 and distributions of $14,321. No investing cash flows were reported
for either period. After the effect of exchange-rate changes, cash and cash
equivalents increased by $4,606,872 during the six months ended June 30, 2026.
Page 7
Leverage
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.
Liquidity and Capital Resources
We are dependent upon the net proceeds from the Offering to
conduct our proposed investments. We will obtain the capital required to
purchase new Projects, issue Loans and conduct our operations from the proceeds
of the Offering and any future offerings we may conduct, from secured or
unsecured financings from banks and other lenders, from short-term advances
from the General Partner and from undistributed funds from our operations.
Additional information regarding cash balances and cash
flows is provided under Past Operating Results, and subsequent Loan
funding is described under Description of Property and Item 2.
Method of Accounting
The compensation described in this section was calculated
using the accrual method in accordance with U.S. GAAP.
Item 2. Other Information
Developments Subsequent to June 30, 2026
On July 15, 2026, the Company entered into a Master Loan
Agreement with Klima Invest S.A.S. for Loans denominated in Colombian pesos,
with an aggregate outstanding principal limit equivalent to US$10,000,000. The
Company is not obligated to enter into additional project-specific Loan
agreements, and funding under executed agreements remains subject to their
conditions.
On July 31, 2026, the Company entered into Loan agreements
for the Sabana de Torres and Merecumbé solar Projects in Colombia. Each
provides for COP 4,580,000,000, bearing fixed interest of 18% annually in
Colombian pesos, with principal repaid over 20 years in monthly installments,
plus interest.
The agreements require security over Project assets,
contracts and revenues, with certain security requirements to be completed
after funding. Solenium S.A.S., a Colombian company, guarantees scheduled
principal and interest. Until certain post-funding requirements are met, the
guarantee also covers the full outstanding loan balance if repayment becomes
due early under the agreement. The guarantee may be released when the
agreement's performance conditions are met. The agreements are filed as
Exhibits 6.1-6.3.
The Investment Committee Memos identified as "Pending" in the
Loans Issued and Project Collateral tables have not been
finalized or filed as of the date of this Semi-Annual Report. The Company
intends to file the finalized Memos with the SEC and provide links to those
filings in subsequent reports or offering circular updates once available.
Page 8
Item 3.
Consolidated Financial Statements
Index to Unaudited Consolidated Financial
Statements
|
Section
|
Page
|
|
|
F-1
|
|
|
F-2
|
|
|
F-3
|
|
|
F-4
|
|
|
F-5
|
|
|
F-5
|
|
|
F-8
|
|
|
F-8
|
Page 9
Consolidated Balance Sheet
|
June 30, 2026 and
December 31, 2025
|
|
|
|
|
|
|
|
6/30/26
|
|
12/31/25
|
|
|
Unaudited
|
|
Audited
|
|
Assets
|
|
|
|
|
Current assets:
|
|
|
|
|
Cash
and cash equivalents
|
$ 4,646,611
|
|
$ 39,739
|
|
Other current assets
|
233,908
|
|
686
|
|
Total
current assets
|
4,880,519
|
|
40,425
|
|
|
|
|
|
|
Other noncurrent
assets:
|
|
|
|
|
Due from related entity
|
11,820
|
|
25,900
|
|
|
|
|
|
|
Total assets
|
$ 4,892,339
|
|
$ 66,325
|
|
|
|
|
|
|
Liabilities and partners'/members' equity
|
|
|
|
|
Current liabilities:
|
|
|
|
|
Accounts payable and accrued expenses
|
$ 951
|
|
$ 11,190
|
|
Due
to related entity
|
705
|
|
-
|
|
Total current liabilities
|
1,656
|
|
11,190
|
|
|
|
|
|
|
Partners'/members' equity
|
4,890,683
|
|
55,135
|
|
|
|
|
|
|
Total liabilities and partners'/members' equity
|
$ 4,892,339
|
|
$ 66,325
|
The accompanying notes are an integral part of the consolidated
financial statements
F-1
Consolidated Statement of Operations
|
June 30, 2026 and
June 30, 2025
|
|
|
|
|
|
|
6/30/26
|
|
6/30/25
|
|
Unaudited
|
|
Unaudited
|
|
|
|
|
|
|
Revenue
|
$ -
|
|
$ -
|
|
|
|
|
|
|
Portfolio operating expenses:
|
|
|
|
|
Accounting
|
146
|
|
1,365
|
|
Legal
|
22,672
|
|
390
|
|
Regulatory
expenses
|
11,070
|
|
-
|
|
Other general and administrative expenses
|
1,617
|
|
2,112
|
|
Total
portfolio operating expenses
|
35,505
|
|
3,867
|
|
|
|
|
|
|
Net
loss from operations
|
(35,505)
|
|
(3,867)
|
|
|
|
|
|
|
Other income/(expense):
|
|
|
|
|
Interest income
|
26,479
|
|
-
|
|
Other
expenses
|
-
|
|
(105)
|
|
Total other income/(expense)
|
26,479
|
|
(105)
|
|
|
|
|
|
|
Net loss
|
(9,026)
|
|
(3,972)
|
|
|
|
|
|
|
Other comprehensive loss
|
|
|
|
|
Unrealized
foreign currency exchange gain
|
1,257
|
|
2,023
|
|
|
|
|
|
|
Comprehensive
loss
|
$ (7,769)
|
|
$ (1,949)
|
The accompanying notes are an integral part of the consolidated
financial statements
F-2
Consolidated
Statement of Changes in Partners' Equity
|
For the Six Months Ended June 30,
2026 (Unaudited)
|
|
|
General Partner
|
Class A Limited Partners
|
Class I Limited Partners
|
Accumulated Earnings/(Deficit)
|
Accumulated Other Comprehensive
Income/(Loss)
|
Total Partners' Equity
|
|
|
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
|
|
|
|
|
Partners' equity, December 31, 2025 (Audited)
|
1,000,000
|
$ -
|
169,150
|
$ 139,150
|
-
|
$ -
|
$ (83,974)
|
$ (41)
|
$ 55,135
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of investor shares, net of issuance costs of
$106,537
|
|
-
|
4,321,089
|
4,826,925
|
27,949
|
30,713
|
-
|
|
4,857,638
|
|
|
Non-dividend distributions
|
|
-
|
-
|
(14,276)
|
-
|
(45)
|
-
|
|
(14,321)
|
|
|
Cumulative translation adjustment
|
|
-
|
-
|
-
|
-
|
-
|
-
|
1,257
|
1,257
|
|
|
Net income
|
|
-
|
-
|
-
|
-
|
-
|
(9,026)
|
|
(9,026)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Partners' equity, June 30, 2026 (Unaudited)
|
1,000,000
|
|
4,490,239
|
$ 4,951,799
|
27,949
|
$ 30,668
|
$ (93,000)
|
$ 1,216
|
$ 4,890,683
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Six Months Ended June 30,
2025 (Unaudited)
|
|
|
General Partner
|
Class A Limited Partners
|
Class I Limited Partners
|
Accumulated Earnings/(Deficit)
|
Accumulated Other Comprehensive
Income/(Loss)
|
Total Partners' Equity
|
|
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
|
|
|
|
|
Members' equity, December 31, 2024 (Audited)
|
1,000,000
|
$ -
|
45,700
|
$ 45,700
|
-
|
$ -
|
$ (40,349)
|
$ (3,095)
|
$ 2,256
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of investor shares
|
|
-
|
123,450
|
123,450
|
-
|
-
|
-
|
|
123,450
|
|
|
Cumulative translation adjustment
|
|
|
|
|
|
|
|
2,023
|
2,023
|
|
|
Non-dividend distributions
|
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
Net income
|
|
-
|
-
|
-
|
-
|
-
|
(3,972)
|
|
(3,972)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Partners' equity, June 30, 2025 (Unaudited)
|
1,000,000
|
|
169,150
|
$ 169,150
|
-
|
$ -
|
$ (44,321)
|
$ (1,072)
|
$ 123,757
|
|
The accompanying notes are an integral part of the consolidated
financial statements
F-3
Consolidated
Statements of Cash Flows
|
June 30, 2026 and June
30, 2025
|
|
|
|
|
|
|
6/30/26
|
|
6/30/25
|
|
Unaudited
|
|
Unaudited
|
|
|
|
|
|
|
Cash flows from operating activities:
|
|
|
|
|
Net
loss
|
$ (9,026)
|
|
$ (3,972)
|
|
Changes in assets and liabilities:
|
|
|
|
|
Other
current assets
|
(233,107)
|
|
(86)
|
|
Accounts payable and accrued expenses
|
(10,251)
|
|
(20,428)
|
|
Due
from related entities
|
15,198
|
|
495
|
|
Due to related entities
|
705
|
|
213
|
|
Total
cash flows from operating activities
|
(236,481)
|
|
(23,778)
|
|
|
|
|
|
|
Cash flows from
financing activities:
|
|
|
|
|
Proceeds from issuance of investor shares
|
4,964,175
|
|
123,450
|
|
Distributions
|
(14,321)
|
|
|
|
Stock issuance cost
|
(106,537)
|
|
-
|
|
Total
cash flows from financing activities
|
4,843,317
|
|
123,450
|
|
|
|
|
|
|
Effect of exchange rate
changes on cash
|
36
|
|
81
|
|
|
|
|
|
|
Change in cash
|
4,606,872
|
|
99,753
|
|
|
|
|
|
|
Cash at the beginning
of the year
|
39,739
|
|
1,310
|
|
|
|
|
|
|
Cash at the end of the
year
|
$ 4,646,611
|
|
$ 101,063
|
The accompanying notes are an integral part of the consolidated
financial statements
F-4
Notes To
Consolidated Financial Statements
Note 1 - Organization,
Operations and Summary of Significant Accounting Policies
Business organization and operations
Energea Portfolio 5 LATAM LP (the
"Company"), formerly known as Energea Portfolio 5 LATAM LLC, is a Delaware
limited partnership formed on August 7, 2023 to invest in the acquisition and
construction of solar energy projects and/or to lend money to development
companies in South America, Central America and the Caribbean. The consolidated
financial statements include the accounts of Energea Portfolio 5 LATAM LP and
its wholly owned Colombian subsidiary Energea Colombia S.A.S. The Company and
its day-to-day operations are managed by Energea Global LLC (the "General
Partner").
Effective June 17, 2025, the
Company converted from a limited liability company to a limited partnership.
The conversion was undertaken for alignment of management and ownership
structure. The Company continues to be treated as a corporation for U.S. federal
income tax purposes. Management has determined that the conversion does not
constitute a change in reporting entity, and therefore prior period financial
statements have not been restated.
The Company is conducting an
offering of its Class A Investor Shares pursuant to Regulation A under the
Securities Act of 1933, as amended. The offering was qualified by the U.S.
Securities and Exchange Commission on February 5, 2026, and allows the Company
to raise up to $50,000,000. The Company's ability to fund operations, originate
loans, and acquire or construct projects is dependent on its ability to raise
capital through this offering.
The Company's operations are
subject to various risks and uncertainties, including its ability to raise
sufficient capital to fund project development and execution. There is no
assurance that future capital raising efforts will be successful or secured on
favorable terms.
Basis of presentation
The consolidated
financial statements have been prepared on the accrual basis of accounting in
accordance with accounting principles generally accepted in the United States
of America ("US GAAP"). All intercompany transactions have been eliminated in
consolidation.
Basis of
Consolidation
The consolidated financial
statements include the financial statements of the Company, and its wholly
owned subsidiary. The accounting policies of the Company's subsidiary are
consistent with the Company's accounting policies, and all intercompany transactions
have been eliminated in consolidation.
Use of estimates
The preparation of the
financial statements in conformity with US GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, and disclosures of contingent assets and liabilities, at the date
of the financial statements and revenues and expenses of the period. Actual
results could differ from those estimates.
Cash and cash equivalents
Cash and cash equivalents
include cash on hand, deposits at commercial banks and short-term cash
equivalents with original maturities of 90 days or less.
F-5
Capitalization and investment in project assets
A project has four basic phases: (i) development, (ii)
financing, (iii) engineering and construction and (iv) operations and maintenance. During the development phase, milestones are created to ensure that a project
is financially viable. Project viability is obtained when it becomes
probable that costs incurred will generate future economic benefits sufficient
to recover those costs.
Examples of milestones
required for a viable project
include the following:
· The identification, selection and acquisition of sufficient area required for a project;
· The confirmation of a regional electricity market;
· The confirmation of acceptable electricity resources;
· The confirmation of the potential to interconnect to the electric transmission grid;
· The determination of limited environmental sensitivity; and
· The confirmation of local community receptivity and limited potential for organized opposition.
All project costs are expensed during the development
phase. Once the milestones for development are achieved, a project will be
moved from the development phase into the engineering and construction phases.
Costs incurred in these phases are capitalized as incurred, included
within construction in progress ("CIP"),
and not depreciated until
placed into commercial service. Once a project is placed into commercial
service, all accumulated costs will be
reclassified from CIP to property
and equipment and become subject
to depreciation or amortization over a specified estimated
life.
Revenue recognition
The Company expects to generate
revenue primarily from interest income earned on loans to entities that own and
operate energy projects. The Company does not currently expect to own or
operate projects directly in the foreseeable future.
Interest income on loans
receivable is recognized on the accrual basis using the effective interest
method in accordance with U.S. GAAP, based on the outstanding principal balance
and the contractual terms of the related loan agreements.
As of June 30, 2026, the Company
had not originated any loans and, accordingly, no interest income from loans
receivable was recognized for the six months ended June 30, 2026. Subsequent to
June 30, 2026, the Company entered into a Master Loan Agreement with a borrower
in Colombia and began originating loans under the facility.
Loans Receivable and
Current Expected Credit Losses
Loans receivable are stated at
unpaid principal balances. Interest on loans is recognized on the accrual basis
based on the outstanding principal balance and the applicable contractual
terms.
The Company expects to issue
private debt to corporate borrowers and will be exposed to credit risk arising
from the potential inability of borrowers to meet their contractual
obligations. The Company evaluates expected credit losses ("ECL") on financial
assets measured at amortized cost in accordance with ASC 326.
ECL are measured using a
probability-weighted approach that incorporates key components, including
probability of default ("PD") and loss given default ("LGD"), as well as
relevant qualitative factors and forward-looking macroeconomic conditions.
Loans are written off when there
is no reasonable expectation of recovery.
As of June 30, 2026, the Company
had not originated any loans and, accordingly, no allowance for credit losses
has been recorded.
F-6
Comprehensive Income/(Loss)
GAAP requires the reporting of "comprehensive income/(loss)"
within general purpose consolidated financial statements. Comprehensive
income/(loss) is comprised of two components, net income/(loss) and other
comprehensive income/(loss). For the six months ended June 30, 2026 and
2025, the Company had foreign currency translation gains and losses resulting
from the translation of its Colombian subsidiary's financial statements from
Colombian pesos to U.S. dollars, which were reported in other comprehensive
income/(loss).
Income taxes
The Company has elected
to be taxed as a C-Corporation for Federal, State and local income tax
reporting purposes. Deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets, including tax loss and credit
carryforwards, and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date. Valuation allowances are established to reduce
deferred tax assets to the amount expected to be realized.
The Company also
evaluated and concluded that there are no uncertain tax positions that would
require recognition in the consolidated financial statements. Interest on any
income tax liability is reported as interest expense and penalties on any
income tax liability are reported as income taxes. The Company's conclusions
regarding uncertain tax positions may be subject to review and adjustment at a
later date based upon ongoing analysis of tax laws, regulations and
interpretations thereof, as well as other factors.
Foreign Currency Exchange Transactions
Purchases of products and services for the Company's
Colombian subsidiary are transacted in the local currency, Colombian pesos
("COP"), and are recorded in U.S. dollars using exchange rates prevailing at
the time of the transaction. Monetary assets and liabilities denominated in
foreign currencies are translated into U.S. dollars using exchange rates in
effect at the balance sheet date.
Realized foreign currency exchange gains and losses
resulting from transactions are included in foreign currency exchange gain
(loss) in the accompanying consolidated statements of operations and
comprehensive loss.
Translation adjustments resulting from
the translation of the financial statements of the Company's foreign
subsidiary from COP to U.S. dollars are reported as a component of other
comprehensive income (loss).
Foreign currency translation gains for the six months ended
June 30, 2026 and 2025 were $1,257 and $2,023, respectively.
Extended Transition Period
Under Section 107 of the Jumpstart Our Business Startups Act
of 2012, the Company is permitted to use the extended transition period
provided in Section 7(a)(2)(B) of the Securities Act for complying with new or
revised accounting standards. This permits the Company to delay the adoption of
certain accounting standards until those standards would otherwise apply to
private companies. The Company has elected to use the extended transition
period provided in Section 7(a)(2)(B) of the Securities Act for complying with
new or revised accounting standards that have different effective dates for
public and private companies until the earlier of the date that the Company (i)
is no longer an emerging growth company or (ii) affirmatively and irrevocably
opt out of the extended transition period provided in Section 7(a)(2)(B). By
electing to extend the transition period for complying with new or revised
accounting standards, these consolidated financial statements may not be
comparable to companies that adopt accounting standard updates upon the public
business entity effective dates.
F-7
Subsequent Events
In connection with the preparation of the consolidated
financial statements, the Company evaluated subsequent events through September
25, 2026, the date on which the consolidated financial statements were
available to be issued.
On July 15, 2026, the Company entered into a Master Loan
Agreement with Klima Invest S.A.S. ("Klima"), a Colombian company, establishing
a senior secured lending facility under which the Company may provide loans
denominated in Colombian pesos on a project-by-project basis. The facility has
an aggregate cap equivalent to $10,000,000 and is uncommitted at the platform
level, with individual advances subject to the execution of project-specific
loan agreements and satisfaction of applicable funding conditions.
In August 2026, the Company began originating loans under
the facility in accordance with its investment strategy.
Note 2 - Related Party
Transactions
The Company enters into transactions with related parties
from time to time. At June 30, 2026 and December 31, 2025, the Company
had $11,820 and $25,900, respectively, receivable from a company under
common ownership, which are included in due from related parties on
the accompanying consolidated balance sheets. At June 30, 2026 and December 31,
2025, the Company had $705 and $0, respectively, payable to a company
under common ownership, which are included in due to related
parties on the accompanying consolidated balance sheets.
For the six months ended June 30, 2026 and 2025, the Company
incurred stock issuance costs of $106,537 and $0, respectively. Of these
amounts, $100,287 and $0, respectively, represented marketing costs reimbursed
to the General Partner. Stock issuance costs are recorded as a reduction of capital
raised in the accompanying consolidated statements of changes in partners'
equity.
Note 3 - Partners'
Equity
On June 17, 2025, the
Company converted from a Delaware limited liability company to a Delaware
limited partnership and now operates under the Limited Partnership Agreement of
Energea Portfolio 5 LATAM LP. This conversion was undertaken to enhance structural
flexibility for capital raising and investor participation, including enabling
the issuance of multiple classes of investor interests and supporting the
Company's Regulation A offering. In connection with the conversion, the Company
retained its election to be treated as a C-corporation for U.S. federal income
tax purposes.
All outstanding equity
interests previously designated as common shares and Class A investor shares
were automatically converted into corresponding Common Shares and Class A
Investor Shares under the new partnership structure.
As of June 30, 2026, the
Company has authorized a total of 2,501,000,000 limited partnership interests
(the "Shares"), consisting of (i) 1,000,000 Common Shares and (ii)
2,500,000,000 Investor Shares. The Investor Shares may be issued in one or more
classes, as determined by the General Partner in accordance with the Limited
Partnership Agreement.
The Company is currently
offering Class A Investor Shares pursuant to Regulation A under the Securities
Act of 1933, as amended. The offering was qualified by the U.S. Securities and
Exchange Commission on February 5, 2026. The proceeds from the offering are
expected to be used to fund the acquisition and development of solar energy
projects and the issuance of loans.
Common Shares
The Company has
authorized 1,000,000 Common Shares, all of which were issued and outstanding as
of June 30, 2026 and 2025. These Common Shares are held by Energea Global LLC,
the General Partner, and represent its ownership interest in the Company. The
General Partner has full authority to manage the operations of the Company.
F-8
Investor Shares
Of the 2,500,000,000
authorized Investor Shares, 500,000,000 have been designated as Class A
Investor Shares. As of June 30, 2026 and December 31, 2025, 4,490,239 and
169,150 Class A Investor Shares, respectively, were issued and outstanding.
The remaining
2,000,000,000 Investor Shares have been designated as Class B Investor Shares,
Class C Investor Shares, Class D Investor Shares, and Class I Investor Shares.
As of June 30, 2026 and December 31, 2025, 27,949 and 0 Class I Investor
Shares, respectively, were issued and outstanding. No Class B, Class C, or
Class D Investor Shares were issued and outstanding as of June 30, 2026 or
December 31, 2025.
Class A Investor Shares
represent limited partner interests in the Company and participate in
distributions in accordance with the Limited Partnership Agreement and
applicable authorizing resolutions. Holders of Class A Investor Shares do not
have voting rights and do not participate in the management of the Company.
Additional Share
Issuances
The General Partner has
the authority to create and issue additional classes or series of Investor
Shares with such rights, preferences, and privileges as determined in its
discretion, subject to the terms of the Limited Partnership Agreement. Such
issuances may result in dilution to existing investors.
F-9
Item 4. Exhibits
Index to Exhibits and Description of Exhibits
|
Exhibit No.
|
Description of Exhibit
|
|
2.1**
|
|
|
2.2**
|
|
|
2.3**
|
|
|
2.4**
|
|
|
2.5**
|
|
|
2.6**
|
|
|
3.1**
|
|
|
4.1**
|
|
|
4.2**
|
|
|
4.3**
|
|
|
6.1*
|
|
|
6.2*
|
|
|
6.3*
|
|
|
6.4*
|
|
|
11.1**
|
|
|
11.2
|
Consent of Norton Rose Fulbright US LLP, (included in
Exhibit 12.1)
|
|
12.1**
|
|
|
99.1**
|
|
|
99.2**
|
|
|
99.3**
|
|
|
99.4**
|
|
* Filed herewith
**Filed Previously
Page 19
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 in the City of Chester, State of Connecticut, on
September 25, 2026.
Energea Portfolio 5 LATAM
LP
By: Energea Global LLC
By /s/ MICHAEL SILVESTRINI
Name: Michael Silvestrini
Title: Co-Founder and Managing Partner
Pursuant to the requirements of Regulation A, this report
has been signed below by the following persons on behalf of the issuer and in
the capacities and on the dates 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: September 25, 2026
Page 20