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
024-12389
(Commission
File Number)
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)
Page
i
TABLE
OF CONTENTS
Section
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Page
ii
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:
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);
---
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;
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 4 USA 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").
The Company was created
to invest in the acquisition, development, and operations of energy
infrastructure investments in the United States (each a "Project").
The Projects will sell power and, in some cases, environmental
commodities, to offtakers (we collectively refer to offtakers of
electricity and environmental commodities 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").
To date, the Projects
and Loans have produced a stable and predictable stream of cash flow
from Customers and Borrowers. As the Company earns revenue, it uses
the revenue to pay for operating expenses (see Our Operating
Expenses in the Offering Circular) and distributes 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
.
Projects are currently
owned by special-purpose entities (each, a "SPE"). Each
SPE is organized as a U.S. limited liability company. Generally
speaking, under U.S. law, the assets and liabilities of different
legal entities are distinct. Thus, the liabilities of a Project held
in one SPE should not affect the assets of another Project held in a
different SPE.
Description of Property
To date, the Company
owns the following Projects and has issued the following Loans:
Projects Acquired and Owned
As of the date of this
Semi-Annual
Report, the Company holds 5 Projects. The
table below lists the total amount the Company invested into each
Project and the estimated Project cost. Please refer to the links in
the column labeled "Memo" for the Investment Memo which
gives in-depth information regarding each Project such as its
location, the system size, contractors used to construct the Project,
information about other stakeholders, information about the buyer of
the energy and environmental commodities and the estimated economics
of the Project. The Project Memos can also be found on the Platform.
Project Name
|
Entity Name
|
Project Size (AC)
|
Estimated Projected Cost
|
Amount Invested**
|
Memo
|
West School
|
Energea West School LLC
|
240 kW
|
$507,689
|
$507,689
|
|
Waltham
|
Energea Waltham LLC
|
466 kW
|
$882,109
|
$882,109
|
|
Fresno Airport
|
Energea Fresno LLC
|
1.8 MW
|
$2,760,930
|
$2,760,930
|
|
Redwood Valley
|
Energea Redwood LLC
|
95 kW
|
$75,020*
|
$19,119
|
|
Sandlot
|
Energea Sandlot LLC
|
600 kW
|
$416,139
|
$416,139
|
|
Total
|
|
|
$4,641,887
|
$4,585,986
|
|
*Estimated cost for
Redwood Valley assumes a complete project refurbishment in 2028.
**As of June 30,
2026
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
|
Amount Lent*
|
Memo
|
CT Solar One LLC
|
12/31/25
|
$5,000,000
|
$3,728,315
|
|
*As of June 30, 2026
Page
3
Item 1. Management Discussion and Analysis of Financial Condition and
Result of Operation
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:
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.
Revenue Recognition
The Company follows ASC
606 guidelines for Project revenue recognition. To apply this
principle, the standard establishes five key steps:
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.
Page
4
Market Outlook and Recent Trends
The U.S. energy
infrastructure market is currently being shaped by two primary
forces: (i) the requirement for projects to achieve "safe harbor"
status by July 4, 2026, in order to preserve eligibility for ITC
benefits, and (ii) a significant increase in electricity demand,
including from data centers and artificial intelligence-related
applications. Together, these factors are driving an accelerated
development cycle across the sector and increasing the urgency to
bring new generation capacity online within a defined timeframe.
The July 4, 2026, safe
harbor deadline has created a near-term "build window" for
eligible projects. Projects that do not meet this requirement may not
qualify for ITC benefits, which are a material component of project
economics. As a result, developers are prioritizing the advancement
of projects that can be progressed through key milestones within this
timeframe. This has led to increased competition for equipment,
development resources, and capital capable of supporting projects
through this accelerated timeline.
At the same time,
demand for electricity is increasing, driven in part by the expansion
of data centers and artificial intelligence infrastructure. This
demand growth is contributing to expectations of higher forward power
prices and increasing the relative value of generation capacity that
can be delivered in the near term. Market participants are
increasingly focused on projects that can be brought online within
the current incentive framework and cost environment, as these
projects may benefit from both existing tax incentives and favorable
forward pricing conditions.
These dynamics have
resulted in a concentration of activity around projects that are
capable of achieving near-term commercial operation while maintaining
eligibility for applicable incentives. Development-stage capital is
being deployed to support this accelerated timeline, often in
structures that allow for participation in project-level equity as
development milestones are achieved. The Company believes this
reflects a broader industry shift toward time-sensitive project
execution, with a focus on securing and advancing assets that can be
delivered within the current incentive window.
The Company's
investment strategy is aligned with these market conditions,
emphasizing the identification and advancement of projects that are
positioned to meet applicable incentive requirements and respond to
increasing demand for electricity. As the market continues to evolve,
the Company expects that projects capable of achieving near-term
commercial operation within the current regulatory and economic
framework will represent a significant portion of investable
opportunities.
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:
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.
Page
5
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
|
$257,943
|
$144,536
|
Class I Investor Shares
|
$102
|
-
|
Total distributions to Investor
Shareholders
|
$258,045
|
$144,536
|
Total distribution amounts are
rounded to the nearest dollar.
No Class I Investor Shares were
outstanding during the six months ended June 30, 2025; accordingly,
no distributions were paid to that class 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.
Past Operating Results
During the six months ended June 30, 2026, the Company continued
investing in improvements and equipment additions at its renewable
energy facilities and expanded its lending activities.
The Company's operating results for
the six months ended June 30, 2026 reflected higher total revenue,
driven by loan interest income, partially offset by lower project
revenue. Operating expenses increased, particularly operations and
maintenance expenses, management fees, project legal expenses and
depreciation. The Company reported higher operating income but lower
net income compared to the corresponding period in 2025.
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 $9,920,896 and $7,174,149,
respectively, consisting of cash and cash equivalents of $263,003 and
$1,970,251, property and equipment, net of depreciation, of
$4,064,003 and $4,007,652, other current assets of $280,230 and
$124,377, and other non-current assets of $5,313,660 and $1,071,869,
respectively. Other non-current assets consisted primarily of loans
receivable, which increased from $815,114 to $5,071,975, and
operating lease right-of-use assets. Total liabilities were $569,416
and $582,472, while total partners' equity, including
noncontrolling interests, was $9,351,480 and $6,591,677,
respectively. The increase in total assets primarily reflected
additional loan advances, funded by investor capital and existing
cash balances.
Page 6
During the six months ended June 30,
2026, the Company capitalized approximately $167,955 of improvements
and equipment additions at its renewable energy facilities, as
described in Note 2 of the consolidated financial statements.
Accounts payable and accrued expenses decreased from $239,573 to
$47,823, while deferred revenue increased from $53,082 to $183,358.
Amounts due to related entities increased from $466 to $54,267,
principally relating to reimbursable operating expenses and accrued
loan origination fees, as described in Note 4 of the consolidated
financial statements. The decrease in accounts payable and reduced
accrued expenses is related to the escrow amounts held in 2025 from a
loan to CT Solar One that was later released in 2026. Deferred
revenue increased due to structuring and closing fees related to loan
advances on the CT Solar One loan.
For the six months ended June 30, 2026
and 2025, the Company generated total revenue of $486,671 and
$337,172, respectively. The increase of $149,499 reflected loan
interest income of $167,306 in 2026, compared to none in the
corresponding period in 2025, partially offset by lower project
revenue. Project revenue decreased from $337,172 to $319,365.
Total operating expenses were $415,962
and $277,171 for the six months ended June 30, 2026 and 2025,
respectively. These consisted of portfolio operating expenses of
$91,464 and $57,133 and project-level operating expenses of $324,498
and $220,038, respectively. The increase primarily reflected higher
operations and maintenance expenses, which increased from $33,369 to
$99,858; management fees, which increased from $23,089 to $53,667;
project legal expenses, which increased from $2,869 to $21,183; and
depreciation, which increased from $97,957 to $111,604. Additional
information regarding property and equipment and related-party
transactions is provided in Notes 2 and 4 of the consolidated
financial statements.
The Company reported operating income
of $70,709 for the six months ended June 30, 2026, compared to
$60,001 for the corresponding period in 2025. Other income, net,
decreased from $20,660 to $2,302, primarily reflecting $16,200 of
interest expense in 2026, compared to none in 2025, and a decline in
other interest income from $22,598 to $16,797. As a result, net
income was $73,011, compared to $80,661 in the corresponding period
in 2025.
During the six months ended June 30,
2026 and 2025, investor share issuances, net of issuance costs,
totaled $2,950,388 and $1,205,895, respectively. Distributions,
including distributions to noncontrolling interests, totaled $263,596
and $150,369, respectively. Additional investor capital and net
income, partially offset by distributions, increased total partners'
equity during the period. As of June 30, 2026, 9,535,129 Class A
Investor Shares and 19,177 Class I Investor Shares were outstanding,
compared to 6,680,210 Class A Investor Shares and no Class I Investor
Shares at December 31, 2025. Additional information regarding the
Company's shares is provided in Note 6 of the consolidated
financial statements.
Net cash provided by operating
activities was $30,776 for the six months ended June 30, 2026,
compared to net cash used in operating activities of $236,926 in the
corresponding period in 2025. Operating cash flows in 2026 reflected
net income adjusted for depreciation and non-cash lease expense,
together with increases in deferred revenue and amounts due to
related entities, partially offset by increases in other current
assets and reductions in accounts payable and accrued expenses. Net
cash used in investing activities was $4,424,816 and $41,051,
respectively. Investing activities in 2026 included additional loan
advances of $4,256,861 and purchases of property and equipment of
$167,955. Net cash provided by financing activities was $2,686,792
and $1,055,526, respectively, reflecting investor share proceeds, net
of issuance costs and distributions. Cash and cash equivalents
decreased by $1,707,248 during the six months ended June 30, 2026, as
investment activity exceeded cash generated from operations and
financing.
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. As of the date of this Semi-Annual
Report neither the Company nor the Projects
currently have any loans.
Page
7
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 new 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.
As of June 30, 2026, the Company had $263,003 of cash and cash
equivalents, compared to $1,970,251 as of December 31, 2025. The
decrease primarily reflected the deployment of funds into additional
loan advances, partially offset by net proceeds from investor share
issuances and cash generated by operating activities. Additional
information regarding loan receivables and related-party balances is
provided in Notes 3 and 4 of the consolidated financial statements.
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
None.
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-10
|
|
|
F-10
|
|
|
F-11
|
|
|
F-11
|
|
|
F-12
|
Page
8
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
|
$ 263,003
|
|
$ 1,970,251
|
Other current assets
|
280,230
|
|
124,377
|
Total current assets
|
543,233
|
|
2,094,628
|
|
|
|
|
Property and equipment, net
|
|
|
|
Property and equipment
|
4,585,985
|
|
4,418,031
|
Total property and equipment
|
4,585,985
|
|
4,418,031
|
Less accumulated depreciation
|
(521,982)
|
|
(410,379)
|
Property and equipment, net
|
4,064,003
|
|
4,007,652
|
|
|
|
|
Other assets:
|
|
|
|
Loan receivable
|
5,071,975
|
|
815,114
|
Operating lease right-of-use asset
|
241,651
|
|
256,755
|
Due from related entity
|
34
|
|
-
|
Total other assets
|
5,313,660
|
|
1,071,869
|
|
|
|
|
Total assets
|
$ 9,920,896
|
|
$ 7,174,149
|
|
|
|
|
Liabilities and members'/partners' equity
|
|
|
|
Current liabilities:
|
|
|
|
Accounts payable and accrued expenses
|
$ 47,823
|
|
$ 239,573
|
Deferred revenue
|
183,358
|
|
53,082
|
Operating lease liability, current portion
|
6,084
|
|
5,384
|
Due to related entities
|
54,267
|
|
466
|
Total current liabilities
|
291,532
|
|
298,505
|
|
|
|
|
Operating lease liability, long-term portion
|
277,884
|
|
283,967
|
|
|
|
|
Total liabilities
|
569,416
|
|
582,472
|
|
|
|
|
Members'/ partners' equity
|
9,351,480
|
|
6,591,677
|
|
|
|
|
Total liabilities and members'/partners' equity
|
$ 9,920,896
|
|
$ 7,174,149
|
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
|
|
|
|
|
Project revenue
|
|
$ 319,365
|
|
$ 337,172
|
Loan interest income
|
|
167,306
|
|
-
|
|
|
486,671
|
|
337,172
|
|
|
|
|
|
Projects operating expenses:
|
|
|
|
|
Depreciation
|
|
111,604
|
|
97,957
|
Accounting
|
|
3,570
|
|
3,400
|
Insurance
|
|
25,116
|
|
25,006
|
Land rental
|
|
55,126
|
|
53,338
|
Legal
|
|
21,183
|
|
2,869
|
Operations and maintenance
|
|
99,858
|
|
33,369
|
Other project operating expenses
|
|
8,041
|
|
4,098
|
Total projects operating expenses
|
|
324,498
|
|
220,038
|
|
|
|
|
|
Portfolio operating expenses:
|
|
|
|
|
Accounting
|
|
21,150
|
|
22,160
|
Management fees
|
|
53,667
|
|
23,089
|
Regulatory
|
|
8,290
|
|
7,470
|
Other general and administrative expenses
|
|
8,357
|
|
4,414
|
Total portfolio operating expenses
|
|
91,464
|
|
57,133
|
|
|
|
|
|
Income from operations
|
|
70,709
|
|
60,001
|
|
|
|
|
|
Other income/(expense):
|
|
|
|
|
Interest income
|
|
16,797
|
|
22,598
|
Interest expense
|
|
(16,200)
|
|
-
|
State tax expense
|
|
(2,050)
|
|
(1,800)
|
Other income/(expenses)
|
|
3,755
|
|
(139)
|
Total other operating income/(expense)
|
|
2,302
|
|
20,660
|
|
|
|
|
|
Net income
|
|
$ 73,011
|
|
$ 80,661
|
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
|
Noncontrolling Interest
|
Accumulated
Earnings/(Deficit)
|
Total Partners' Equity
|
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
|
|
|
Partners' equity, December
31, 2025 (Audited)
|
1,000,000
|
$
-
|
6,680,210
|
$
6,276,219
|
-
|
$
-
|
$
391,603
|
$
(76,145)
|
$
6,591,677
|
|
|
|
|
|
|
|
|
|
|
Issuance of investor shares,
net of issuance costs of $200,476
|
|
-
|
2,854,919
|
2,930,388
|
19,177
|
20,000
|
-
|
-
|
2,950,388
|
Non-dividend distributions
|
|
-
|
-
|
(257,943)
|
-
|
(102)
|
(5,551)
|
-
|
(263,596)
|
Net
income
|
|
-
|
-
|
-
|
-
|
-
|
-
|
73,011
|
73,011
|
|
|
|
|
|
|
|
|
|
|
Partners' equity, June 30,
2026 (Unaudited)
|
1,000,000
|
|
9,535,129
|
$
8,948,664
|
19,177
|
$
19,898
|
$
386,052
|
$
(3,134)
|
$
9,351,480
|
|
|
|
|
|
|
|
|
|
|
For
the Six Months Ended June 30, 2025 (Unaudited)
|
|
General Partner
|
Class A Limited Partners
|
Class I Limited Partners
|
Noncontrolling Interest
|
Accumulated
Earnings/(Deficit)
|
Total Partners' Equity
|
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
|
|
|
Members' equity, December
31, 2024 (Audited)
|
1,000,000
|
$
-
|
4,484,663
|
$
4,170,425
|
-
|
$
-
|
$
403,364
|
$
(64,793)
|
$
4,508,996
|
|
|
|
|
|
|
|
|
|
|
Issuance of investor shares
|
|
-
|
1,094,852
|
1,205,895
|
-
|
-
|
-
|
-
|
1,205,895
|
Non-dividend distributions
|
|
-
|
-
|
(144,536)
|
-
|
-
|
(5,833)
|
-
|
(150,369)
|
Net
income
|
|
-
|
-
|
-
|
-
|
-
|
-
|
80,661
|
80,661
|
|
|
|
|
|
|
|
|
|
|
Partners' equity, June 30,
2025 (Unaudited)
|
1,000,000
|
|
5,579,515
|
$
5,231,784
|
-
|
$
-
|
$
397,531
|
$
15,868
|
$
5,645,183
|
The accompanying notes are an integral part of the consolidated
financial statements
Consolidated Statements of Cash Flows
June 30, 2026 and June 30, 2025
|
|
|
|
|
|
6/30/26
|
|
6/30/25
|
|
|
|
|
Cash flows from operating activities:
|
|
|
|
Net income
|
$ 73,011
|
|
$ 80,661
|
Depreciation
|
111,604
|
|
97,957
|
Non-cash lease expense
|
9,721
|
|
10,337
|
Changes in assets and liabilities:
|
|
|
|
Due from related entity
|
(34)
|
|
-
|
Other current assets
|
(155,853)
|
|
(211,087)
|
Accounts payable and accrued expenses
|
(191,750)
|
|
(214,869)
|
Deferred revenue
|
130,276
|
|
-
|
Due to related entities
|
53,801
|
|
75
|
Total cash flows from operating activities
|
30,776
|
|
(236,926)
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
Purchases of property and equipment
|
(167,955)
|
|
(41,051)
|
Loan receivable
|
(4,256,861)
|
|
-
|
Total cash flows from investing activities
|
(4,424,816)
|
|
(41,051)
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
Proceeds from issuance of investor shares
|
3,150,864
|
|
1,205,895
|
Investor shares issuance costs
|
(200,476)
|
|
-
|
Distributions
|
(263,596)
|
|
(150,369)
|
Total cash flows from financing activities
|
2,686,792
|
|
1,055,526
|
|
|
|
|
Net change in cash and cash equivalents
|
(1,707,248)
|
|
777,549
|
|
|
|
|
Cash at the beginning of the year
|
1,970,251
|
|
916,638
|
|
|
|
|
Cash at the end of the year
|
$ 263,003
|
|
$ 1,694,187
|
The accompanying notes are an integral part of the consolidated
financial statements
F-4
Notes To Consolidated Financial Statements
June 30, 2026 and December 31, 2025
Note 1 - Organization, Operations and Summary of Significant
Accounting Policies
Business
organization and operations
Energea
Portfolio 4 USA LP (the "Company"), formerly known as Energea
Portfolio 4 USA LLC, is a Delaware entity originally formed as a
limited liability company to develop, own, and manage a portfolio of
renewable energy projects ("Projects") located in the United
States. The Company commenced operations on March 11, 2021. Following
the conversion to a limited partnership on June 10, 2025, Energea
Global LLC serves as the Company's General Partner and Manager.
Effective
June 10, 2025, the Company converted from a Limited Liability Company
(LLC) to a Limited Partnership (LP). The conversion was undertaken to
align the Company's management and ownership structure. As a result
of this change, the Company's legal form and ownership structure
were modified. However, its classification for U.S. federal income
tax purposes remains unchanged, and the Company continues to be
treated as a corporation. Management has determined that the
conversion does not constitute a change in the reporting entity.
Accordingly, comparative financial information for periods prior to
the conversion has not been restated and reflects operations under
the LLC structure.
The
Company's activities are subject to significant risks and
uncertainties, including the inability to secure sufficient funding
to develop its portfolio. Prior to the conversion to the LP, the
Company's operations were funded through the issuance of membership
interests, and there can be no assurance that such funding will
continue to be available on terms favorable to the Company.
In
2021, the Company initiated an offering of its Class A Investor
Shares (the "Prior Offering") under Regulation A of the
Securities Act of 1933, as amended, to support ongoing project
development. As of June 30, 2026, the Company had raised $10,298,091
in gross proceeds. After deducting issuance costs of $435,664 and
cumulative investor distributions of $913,763, the remaining net
Class A investor share amount was $8,948,664.
During
the six months ended June 30, 2026, the Company issued Class I
Investor Shares for gross proceeds of $20,000. The Company made
distributions of $102 to Class I investors during the
period. As of June 30, 2026, the remaining net Class I investor share
amount was $19,898.
Basis
of presentation
The
accompanying unaudited interim 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") applicable to interim financial information.
In
the opinion of management, all adjustments, consisting only of normal
recurring adjustments, considered necessary for a fair presentation
have been included. The consolidated balance sheet as of December 31,
2025 has been derived from the Company's audited consolidated
financial statements. These interim financial statements should be
read in conjunction with the audited financial statements and related
notes for the year ended December 31, 2025.
The
accounting policies used in preparing these interim financial
statements are consistent with those applied in the audited financial
statements for the year ended December 31, 2025.
F-5
Basis
of consolidation
These
consolidated financial statements include the financial statements of
the Company, as well as wholly owned subsidiaries and controlled
entities including partially owned subsidiaries for which the Company
has a majority voting interest under the voting interest model
("VOE") and variable interest entities ("VIE") for which the
Company is the primary beneficiary under the VIE model (collectively,
the "consolidated entities"). The consolidated entities include
Energea West School, LLC (formerly known as Phytoplankton Ponus Ridge
Solar LLC; name changed effective May 21, 2025) and Energea Waltham,
LLC (formerly known as Phytoplankton 360 Waltham Solar LLC; name
changed effective May 21, 2025), Energea Fresno, LLC, Energea
Redwood, LLC, and Energea Sandlot, LLC. The accounting policies of
the Company's subsidiaries are consistent with the Company's
accounting policies, and all intercompany transactions, balances,
income and expenses are eliminated in consolidation.
The
Company consolidates those entities in which it has a direct or
indirect controlling financial interest based on either the VIE model
or the VOE model. VIEs are entities that, by design, either (i) lack
sufficient equity to permit the entity to finance its activities
without additional subordinated financial support from other parties;
or (ii) have equity investors that do not have the ability to make
significant decisions relating to the entity's operations through
voting rights, or do not have the obligation to absorb the expected
losses, or do not have the right to receive the residual returns of
the entity. The primary beneficiary of a VIE is required to
consolidate the assets and liabilities of the VIE.
The
primary beneficiary is the party that has both (i) the power to
direct the activities of the VIE that most significantly impact the
VIE's economic performance; and (ii) the obligation to absorb
losses or the right to receive benefits from the VIE that could
potentially be significant to the VIE through its interest in the
VIE. At the VIE's inception, the Company determines whether it is
the primary beneficiary and if the VIE should be consolidated based
on the facts and circumstances. The Company then performs on-going
reassessments of the VIE based on reconsideration events and
reevaluates whether a change to the consolidation conclusion is
required each reporting period. Entities that do not qualify as a VIE
are assessed for consolidation under the VOE model. Under the VOE
model, the Company consolidates the entity if it determines that it,
directly or indirectly, has greater than 50% of the voting shares and
that other equity holders do not have substantive voting,
participating or liquidation rights.
The
Company has made investments in the following consolidated entities:
Energea West School, LLC (formerly known as Phytoplankton Ponus Ridge
Solar LLC), Energea Waltham, LLC (formerly known as Phytoplankton 360
Waltham Solar LLC), Energea Fresno, LLC, Energea Redwood, LLC, and
Energea Sandlot, LLC. The non-controlling member equity reported in
the statement of changes in partners' equity represents a capital
contribution made to Energea Waltham, LLC and Energea West School,
LLC by another member of these entities, which is a subsidiary of
Energea Global LLC, the Company's General Partner and Manager.
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 includes cash on hand, deposits at commercial
banks and short-term cash equivalents with original maturities of 90
days or less.
F-6
Capitalization
and investment in Project assets
A
Project has four basic phases: (i) development, (ii) financing, (iii)
engineering and construction and (iv) operation 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 is moved from the
development phase into engineering and construction phases. Costs
incurred in this phase are capitalized as incurred and are included
in construction in progress ("CIP"), and not depreciated until
placed into commercial service. Once a Project is placed into
commercial service, all accumulated costs are reclassified from CIP
to property and equipment and become subject to depreciation or
amortization over a specified estimated life.
Property
and equipment
Property and equipment
are stated at cost, less accumulated depreciation. Depreciation is
computed using the straight-line method over the estimated useful
lives of the assets. Additions, renewals, and betterments that
significantly extend the life of the assets are capitalized.
Expenditures for repairs and maintenance are charged to expense as
incurred. For assets sold or otherwise disposed of, the cost and
related accumulated depreciation are removed from the accounts, and
any related gain or loss is reflected in income for the period.
Effective January 1,
2025, the Company revised the estimated useful life of its renewable
energy assets from 30 years to 20 years for depreciation purposes.
This change was made to better align with the contractual terms of
the Company's Power Purchase Agreements (PPAs) and prevailing
industry standards. Management believes the revised depreciation
period more accurately reflects the expected economic useful life of
these assets. This change in estimate has been applied prospectively
in accordance with ASC 250, Accounting Changes and Error
Corrections.
Management reviews its
property and equipment for impairment whenever events or changes in
circumstances indicate that the carrying amount of the assets may not
be recoverable. Management determines whether impairment in value has
occurred by comparing the estimated future undiscounted cash flows of
the property and equipment, including its residual value, to it
carrying value. If impairment is indicated, the property and
equipment is adjusted to fair value. No impairment losses have been
recognized.
F-7
Revenue
recognition
In accordance with the
Accounting Standards Codification (ASC 606-10-50), revenue is
recognized when control of the promised goods or services is
transferred to customers at an amount that reflects the consideration
to which the Company expects to be entitled in exchange for those
goods and services. In the Company's case, the promised goods or
services is the delivery of energy commodities and the electricity
produced by the Projects.
Revenue from contracts
with customers is derived entirely from the sale of energy
commodities and electricity produced by the Projects. For these types
of sales, the Company recognizes revenue as energy commodities and
electricity are delivered, consistent with the amounts billed to
customers based on rates stipulated in the respective contracts. The
amounts billed represent the value of commodities or energy delivered
to the customer. Revenues yet to be earned under these contracts,
which have maturity dates ranging from 2041 through 2045, will vary
based on the volume of commodities or energy delivered. The Company's
customers typically receive bills monthly with payment due within 30
days. Contracts with customers contain a fixed rate which relates to
electricity produced by the Projects in power purchase agreements. As
of June 30, 2026, the Company expects to record $13,307,408
(unaudited) of revenues related to the fixed rate components of such
contracts over the remaining terms of the related contracts as the
electricity is produced.
The Company's Revenue
Recognition Policy follows ASC-606 which is a five-step procedure:
Procedure
|
Example
|
Step 1 - Identify the Contract
|
Power Purchase Agreement, Lease Agreement
|
Step 2 - Identify the Performance Obligations
|
Delivery of electricity from Project
|
Step 3 - Determine the Transaction Price
|
Amount contractually signed with Subscriber
|
Step 4 - Allocate the Transaction Price
|
Obligation is satisfied by transferring control of the
electricity produced to the Subscriber
|
Step 5 - Recognize Revenue
|
At a point in time when the Subscriber is invoiced
|
Invoices
reflect the period in which electricity was delivered, and revenue is
recognized in that period.
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.
Loans
Receivable and Current Expected Credit Losses
Loans
receivable are stated at unpaid principal balances. Interest on loans
is credited to operations based upon the principal amount outstanding
on the accrual basis.
The
Company issues private debt to a variety of corporate borrowers and
is exposed to credit risk arising from the potential inability of
these borrowers to meet their contractual obligations. The Company
assesses expected credit losses ("ECL") on financial assets
measured at amortized cost in accordance with ASC 326.
Credit
risk is actively monitored on an ongoing basis at both the individual
borrower level and the portfolio level. The Company conducts
comprehensive due diligence at origination and applies a structured
credit approval process. Post-origination, the creditworthiness of
each borrower is reassessed quarterly based on updated financials,
operational performance, covenant compliance, and macroeconomic
developments.
Significant
increase in credit risk is assessed based on qualitative factors
(e.g., negative outlook, industry stress), quantitative metrics
(e.g., leverage ratios, payment history), and borrower-specific
events (e.g., covenant breaches).
ECLs
are measured using a probability-weighted approach based on two key
components:
F-8
Forward-looking
macroeconomic factors are incorporated into the model, including GDP
growth, interest rates, and sector-specific risks.
Loans
are written off when there is no reasonable expectation of recovery,
typically after all collection efforts have been exhausted and the
asset has been fully impaired.
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 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.
Leases
The Company determines
if an arrangement is a lease at inception. Lease right-of-use ("ROU")
assets represent the Company's right to use an underlying asset for
the lease term and operating lease liabilities represent the
Company's obligation to make lease payments arising from the lease.
Lease ROU assets and lease liabilities are recognized at commencement
date based on the present value of lease payments over the lease
term. As the Company's leases do not provide an implicit rate, the
Company uses its incremental borrowing rate based on the information
available at commencement date in determining the present value of
lease payments. The lease ROU asset also includes any lease payments
made and excludes lease incentives. The lease terms may include
options to extend or terminate the lease when it is reasonably
certain that the Company will exercise that option. Lease expense for
lease payments is recognized on a straight-line basis over the lease
term. The Company has lease agreements with lease and non-lease
components, which are generally accounted for separately.
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.
Subsequent
events
The Company monitored
and evaluated subsequent events for the period ended June 30, 2026
through September 25, 2026, the date on which the consolidated
financial statements were available to be issued.
F-9
Note 2 - Property and Equipment
Property
and equipment consists primarily of renewable energy generation
facilities located throughout the United States and is stated at cost
less accumulated depreciation. Depreciation is computed using the
straight-line method over the estimated useful lives of the related
assets.
During
the six months ended June 30, 2026, the Company capitalized
approximately $167,955 related to improvements and
equipment additions at its operating renewable energy facilities.
Depreciation expense for the period totaled $111,604.
Property and equipment
activity for the six months ended June 30, 2026 is summarized in the
following rollforward:
|
|
6/30/26
|
|
12/31/25
|
|
|
|
|
|
Beginning
property and equipment
|
|
$
4,418,031
|
|
$
3,975,218
|
Additions
|
|
167,954
|
|
442,813
|
Ending
property and equipment
|
|
4,585,985
|
|
4,418,031
|
|
|
|
|
|
Beginning
accumulated depreciation
|
|
(410,379)
|
|
(207,828)
|
Depreciation
expense
|
|
(111,604)
|
|
(202,551)
|
Ending
accumulated depreciation
|
|
(521,982)
|
|
(410,379)
|
Property
and equipment, net
|
|
$
4,064,003
|
|
$
4,007,652
|
Property
and equipment, net consisted of the following as of June 30, 2026 and
December 31, 2025:
Project
|
Entity Name
|
|
June 30, 2026
|
|
December 31, 2025
|
West School
|
Energea West School LLC
|
|
$ 385,975
|
|
$ 385,548
|
Waltham
|
Energea Waltham LLC
|
|
754,796
|
|
774,143
|
Fresno Airport
|
Energea Fresno LLC
|
|
2,506,231
|
|
2,445,651
|
Redwood
|
Energea Redwood LLC
|
|
17,658
|
|
8,726
|
Sandlot
|
Energea Sandlot LLC
|
|
399,343
|
|
393,584
|
Total property and equipment, net
|
|
|
$ 4,064,003
|
|
$ 4,007,652
|
Note 3 - Loans Receivables
The Company provides
financing in connection with its renewable energy investment
activities. As of June 30, 2026, and December 31, 2025, loan
receivables totaled $5,071,975 and $815,114, respectively.
During the six months
ended June 30, 2026, the Company advanced additional funds under
existing loan agreements and recognized total loan interest income
of $167,306, which is included in loan interest income in the
accompanying consolidated statement of operations.
The Company's principal
loan receivable relates to the Convertible Loan and Security
Agreement with CT Solar One LLC. The loan bears interest at 13.8%
per annum, is payable monthly, is secured by a first-priority pledge
of the borrower's equity interests and includes conversion rights
under specified conditions.
F-10
Note 4 - Related Party Transactions
The Company enters into
transactions with its General Partner and other affiliated entities
in the ordinary course of business.
As of June 30, 2026 and
December 31, 2025, amounts payable to the General Partner
totaled $54,267 and $466, respectively. These balances
consisted primarily of reimbursable operating expenses paid by the
General Partner on behalf of the Company and accrued loan origination
fees. These amounts are included in due to related entities in
the accompanying consolidated balance sheets.
Pursuant to the Limited
Partnership Agreement, the Company pays the General Partner a monthly
management fee. Management fees totaled $53,667 and $23,089 for the
six months ended June 30, 2026 and 2025, respectively. These amounts
are included in portfolio operating expenses in the accompanying
consolidated statements of operations.
During the six months
ended June 30, 2026 and 2025, the Company incurred $160,144 and
$0, respectively, of loan origination fees payable to the General
Partner in connection with advances made under the Convertible Loan
and Security Agreement with CT Solar One LLC. These costs were
capitalized as deferred loan origination costs. During the six months
ended June 30, 2026 and 2025, the Company recognized $4,712 and
$0, respectively, of amortization expense related to these costs. As
of June 30, 2026 and December 31, 2025, the unamortized balance of
deferred loan origination costs was $155,432 and $0,
respectively.
During the six months
ended June 30, 2026 and 2025, the Company incurred stock issuance
costs of $200,476 and $0, respectively. Of these amounts, $194,226
and $0, respectively, represented marketing costs reimbursed to the
General Partner. These costs were recorded as a reduction of
partners' equity.
Note 5 - Operating Lease
The
Company entered into a lease agreement for a roof area upon a
renewable energy facility. Annual rental payments under
the lease are $43,000, which commenced in January 2023. The
lease expires 20 years after the date of commencement. Termination
of
the lease is generally
prohibited
unless
there is a violation
under
the
lease agreement.
The operating lease expense for the six months ended June 30, 2026
and 2025 was $55,126 and $53,338, respectively. The discount rate
used was 13.00%.
Future minimum lease
payments as of June 30, 2026 are as follows:
|
2027
|
|
$ 43,000
|
|
2028
|
|
43,000
|
|
2029
|
|
43,000
|
|
2030
|
|
43,000
|
|
2031
|
|
43,000
|
|
Thereafter
|
|
473,000
|
Total future undiscounted lease payments
|
|
|
688,000
|
Lease interest
|
|
|
(404,032)
|
Lease liability
|
|
|
$ 283,968
|
F-11
Note 6- Partners' Equity
On
June 10, 2025, the Company converted from a Delaware limited
liability company to a Delaware limited partnership and is now
governed by the Limited Partnership Agreement of Energea Portfolio 4
USA LP. This conversion was undertaken to enhance structural
flexibility for capital raising and investor participation, including
enabling the creation of additional classes of investor shares,
supporting the continuation of the ongoing Regulation A offering, and
aligning the entity's governance with its long-term growth
strategy. 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 Partnership has authorized 2,501,000,000
limited partnership interests (the "Shares"). Of these, 1,000,000
are designated as Common Shares, and 2,500,000,000 are designated as
Investor Shares. The Investor Shares, which represent limited
partnership interests, are further divided into various classes, as
described below.
Common
Shares
The
Partnership has authorized 1,000,000 Common Shares, all of which were
issued and outstanding as of June 30, 2026 and December 31,
2025. These shares are held by Energea Global LLC, the General
Partner, and represent its general partnership interest in the
Partnership.
Investor
Shares
The
Partnership has authorized 2,500,000,000 Investor Shares, all of
which represent limited partnership interests. Of this amount,
500,000,000 have been designated as Class A Investor Shares. As of
June 30, 2026 and December 31, 2025, 9,535,129 and 6,680,210
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, 19,177 Class I
Investor Shares were issued and outstanding. No Class I Investor
Shares were issued or outstanding as of December 31, 2025. No Class
B, Class C, or Class D Investor Shares were issued or outstanding as
of June 30, 2026 or December 31, 2025.
All
shares are uncertificated unless otherwise determined by the General
Partner and are governed by the rights, powers, and preferences set
forth in the applicable authorizing resolutions referenced in the
Limited Partnership Agreement.
F-12
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**
|
|
3.1**
|
Redemption
Plan (incorporated by reference to the copy of
thereof filed as Exhibit 3.1 to the Company's Form 1-A filed
April 2, 2024)
|
4.1**
|
Form
of Investment Agreement (incorporated by reference
to the copy thereof filed as Exhibit 3.1 to the Company's Form
1-A filed January 11, 2024).
|
4.2**
|
|
4.3**
|
|
4.4**
|
|
6.1**
|
|
6.2**
|
|
6.3**
|
|
6.4**
|
|
6.5**
|
|
11.1**
|
|
11.2
|
Consent of Norton Rose Fulbright US LLP, (included in Exhibit
12.1)
|
12.1**
|
|
**Previously filed
Page
21
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 4 USA 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
22