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
024-12347
(Commission
File Number)
ENERGEA
PORTFOLIO 2 LP
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of incorporation
or organization)
84-4611704
(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)
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i
Table
of Contents
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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:
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);
Page
1
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 2 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 operation of solar
energy projects in Brazil (each a "Project"). The Projects
will be rented to groups of households and businesses (which we
collectively refer to as "Subscribers") for monthly
payments based on the amount of electricity produced by the Project
and credited to them. 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
have produced a stable and predictable stream of cash flow from
Subscribers paying their monthly energy bills. As the Company earns
revenue from the sale of energy to Subscribers and receives interest
payments on Loans and/or Company Investments, 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. To date,
the Company has not issued any Loans to Borrowers.
Projects are owned by
special-purpose entities (each, a "SPE"). Each SPE is
organized as a Brazilian Limitada or Ltda, the Brazilian equivalent
of a U.S. limited liability company. Under Brazilian law, the assets
and liabilities of a Ltda are distinct. Thus, the liabilities of
Projects held in one SPE will not affect the assets of another
Project held in a different SPE.
Description of Property
The only property owned
by the Company are the Projects. To date, the Company has not issued
any Loans.
Projects Acquired
The following table
summarizes the Company's Project acquisitions through June 30,
2026, including Projects subsequently sold or discontinued.
Project Name
|
Entity Name
|
Project Size (AC)
|
Development Start Date (1)
|
Amount Invested (2)
|
Salinas
|
Project Salinas Geração S.A.
|
5.0 MW
|
04/15/19
|
$265,148
|
Itaguai III
|
Energea Itaguai III
Aluguel de Equipamentos e Manutenção Ltda.
|
1.0 MW
|
03/6/20
|
$35,707
|
Iguatama
|
Energea Iguatama Aluguel de Equipamentos e Manutencao Ltda.
|
2.3 MW
|
10/12/20
|
$2,394,084
|
Pedrinopolis
|
Energea Pedrinopolis Ltda.
|
2.3 MW
|
05/21/21
|
$118
|
Pedra do Indaiá
|
Energea Pedra do Indaiá Ltda.
|
2.3 MW
|
10/1/21
|
$4,660,363
|
Divinópolis III
|
Energea Divinopolis Ltda.
|
2.3 MW
|
12/23/21
|
$3,136,990
|
Araxa I
|
Energea Araxa I Ltda
|
2.5 MW
|
12/23/21
|
$363,994
|
Araxa II
|
Energea Araxa II Ltda
|
2.5 MW
|
12/23/21
|
$364,555
|
Divinópolis II
|
Energea Divinopolis II Ltda
|
2.5 MW
|
01/4/22
|
$4,070,030
|
Corumbaíba
|
Energea Corumbaíba Ltda
|
2.5 MW
|
09/9/22
|
$3,334,429
|
Diamantina II
|
Energea Diamantina II Ltda
|
2.5 MW
|
10/17/22
|
$133,417
|
Formiga I
|
Energea Formiga I Ltda
|
2.5 MW
|
10/17/22
|
$201,778
|
Formiga II
|
Energea Formiga II Ltda
|
1.5 MW
|
10/17/22
|
$73,236
|
Naque
|
Energea Naque Ltda
|
1.5 MW
|
10/17/22
|
$123,330
|
Micros I
|
Energea Micros I Ltda
|
1.1 MW
|
12/29/22
|
$1,062,205
|
Itabapoana
|
Energea Itabapoana Ltda
|
2.5 MW
|
12/29/22
|
$94,590
|
Aparecida do Taboado II
|
Energea Aparecida do Taboado II Ltda
|
2.5 MW
|
04/12/23
|
$172,292
|
Frei Inocêncio
|
Energea Frei Inocêncio Ltda
|
2.5 MW
|
04/12/23
|
$95,567
|
Nova Lacerda
|
Energea Nova Lacerda Ltda
|
2.5 MW
|
04/12/23
|
$73,611
|
Monte Sião
|
Energea Portfolio Geração de Projetos
MG II Ltda
|
2.5 MW
|
04/17/23
|
$95,833
|
Aparecida do Taboado I
|
Energea Aparecida do Taboado I Ltda
|
2.5 MW
|
05/24/23
|
$155,176
|
Iguatama II
|
Energea Iguatama II Ltda
|
2.5 MW
|
12/20/24
|
$2,368,057
|
Micros II
|
Energea Micros II Ltda
|
750 kW
|
11/11/24
|
$611,281
|
Pains
|
Energea Pains Ltda.
|
1.0 MW
|
11/28/25
|
$1,358,060
|
Micros III
|
Energea Micros III Ltda.
|
750 kW
|
06/19/26
|
$0.00
|
|
TOTAL
|
|
|
$25,243,851
|
Dates previously labeled
"Acquisition Date" represent development start dates. Dates in
the financial statement notes represent agreement execution dates.
Amounts invested as of June 30,
2026, before depreciation.
Page
3
Projects Sold
As of the date of this
Semi-Annual Report, the Company has sold 10 Projects.
Project Name
|
Entity Name
|
Project Size (AC)
|
Date Sold
|
Sale Price Net of Taxes
|
Salinas
|
Project Salinas Geracao S.A.
|
5.0 MW
|
05/11/2021
|
$147,717
|
Pedrinopolis
|
Energea Pedrinopolis Ltda.
|
2.3 MW
|
05/11/2021
|
$150,379
|
Itaguai III
|
Energea Itaguai III Aluguel de Equipamentos e
Manutencao Ltda.
|
1.0 MW
|
05/19/2021
|
$44,408
|
Aparecida do Taboado I
|
Energea Aparecida do Taboado I Ltda
|
2.5 MW
|
06/06/2023
|
$136,029
|
Frei Inocêncio
|
Energea Frei Inocêncio Ltda
|
2.5 MW
|
06/06/2023
|
$124,925
|
Monte Sião
|
Energea Portfolio Geração de Projetos
MG II Ltda
|
2.5 MW
|
06/06/2023
|
$126,224
|
Nova Lacerda
|
Energea Nova Lacerda Ltda
|
2.5 MW
|
06/06/2023
|
$93,427
|
Formiga II
|
Energea Formiga II Ltda
|
1.5 MW
|
06/06/2023
|
$100,344
|
Naque
|
Energea Naque Ltda
|
1.5 MW
|
06/06/2023
|
$178,011
|
Itabapoana
|
Energea Itabapoana Ltda
|
2.5 MW
|
06/06/2023
|
$133,061
|
|
TOTAL
|
|
|
$1,234,525
|
Projects Owned
The following table
summarizes the Projects owned by the Company as of June 30, 2026,
including Project size and amounts invested. Please refer to the
links in the column labeled "Memo" for the Investment
Memorandum 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 Memos can also be found on
the Platform.
Project Name
|
Entity Name
|
Project Size (AC)
|
Amount Invested (1)
|
Memo
|
Iguatama
|
Energea Iguatama Aluguel de Equipamentos e Manutencao Ltda.
|
2.3 MW
|
$2,394,084
|
|
Pedra do Indaiá
|
Energea Pedra do Indaiá Ltda.
|
2.3 MW
|
$4,660,363
|
|
Divinopolis III
|
Energea Divinopolis Ltda.
|
2.3 MW
|
$3,136,990
|
|
Araxa I
|
Energea Araxa I Ltda
|
2.5 MW
|
$363,994
|
|
Araxa II
|
Energea Araxa II Ltda
|
2.5 MW
|
$364,555
|
|
Corumbaíba
|
Energea Corumbaíba Ltda
|
2.5 MW
|
$3,334,429
|
|
Divinópolis II
|
Energea Divinopolis II Ltda
|
2.5 MW
|
$4,070,030
|
|
Micros I
|
Energea Micros I Ltda
|
1.1 MW
|
$1,062,205
|
|
Iguatama II
|
Energea Iguatama II Ltda
|
2.5 MW
|
$2,368,057
|
|
Micros II
|
Energea Micros II Ltda
|
750 kW
|
$611,281
|
|
Pains
|
Energea Pains Ltda.
|
1.0 MW
|
$1,358,060
|
|
Micros III
|
Energea Micros III Ltda.
|
750 kW
|
$0.00
|
|
|
TOTAL
|
|
$23,724,048
|
|
Amounts invested are presented
in U.S. dollars as of June 30, 2026.
Page
4
Projects Not Pursued
As of June 30, 2026,
the Company has determined not to pursue the development of certain
Projects due to changes in regulatory and economic conditions in
Brazil. Specifically, certain Projects lost eligibility for GD1
classification, resulting in reduced projected returns that no longer
meet the Company's investment criteria. The Projects affected are
summarized in the table below.
Project Name
|
Entity Name
|
Status
|
Investment
|
Loss Recognized
|
Aparecida do Taboado II
|
Energea Aparecida do Taboado II Ltda
|
Terminated
|
$172,292
|
$172,292
|
Diamantina II
|
Energea Diamantina II Ltda
|
Terminated
|
$133,417
|
$133,417
|
Formiga I
|
Energea Formiga I Ltda
|
Terminated
|
$201,778
|
$201,778
|
|
TOTAL
|
|
|
$507,487
|
Projects Acquired Subsequent to June 30, 2026
The following table
summarizes Projects acquired by the Company after June 30, 2026
through the date of this Semi-Annual Report, including Project size,
acquisition date and status. All Projects listed below are located in
the State of Rio de Janeiro, Brazil. Additional information regarding
the acquisition terms is provided in Item 2. Other Information.
Project Name
|
Entity Name
|
Project Size (AC)
|
Acquisition Date
|
Status
|
Paraiba do Sul
|
Energea Paraiba do Sul Ltda.
|
2.5MW
|
09/01/26
|
Under Construction
|
Itaguai I
|
Energea Itaguai I Ltda.
|
1.0 MW
|
09/01/26
|
Operational
|
Itaguai II
|
Energea Itaguai II Ltda.
|
1.0 MW
|
09/01/26
|
Operational
|
Itaguai III (1)
|
Energea Itaguai III Ltda.
|
1.0 MW
|
09/01/26
|
Operational
|
Vassouras I
|
Energea Vassouras I Ltda.
|
5.0 MW
|
09/01/26
|
Operational
|
Nova Friburgo I
|
Energea Nova Friburgo I Ltda.
|
1.1 MW
|
09/01/26
|
Operational
|
The Company previously sold its
interest in Itaguaí III in May 2021 and reacquired the Project in
September 2026.
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 (see Caution Regarding
Forward-Looking Statements and Risk Factors). Unless otherwise
indicated, the latest results discussed below are as of June 30,
2026.
Page
5
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.
Market Outlook and Recent Trends
Brazil's distributed
generation solar market continues to represent a large opportunity
for the Company, but has transitioned from a phase of rapid expansion
to one defined by consolidation and operational smoothing. While
installed capacity has grown significantly in recent years, the pace
of new development has slowed as grid constraints, interconnection
delays, changes in tax law and evolving regulatory dynamics has
caused some market participants to exit the segment.
These conditions are
driving a shift toward consolidation. As the market matures, scale
has become increasingly important, with larger platforms better
positioned to navigate grid constraints, optimize asset portfolios
across concession areas, and operate efficiently at lower Subscriber
acquisition and financing costs. As a result, smaller developers and
fragmented portfolios are increasingly seeking liquidity through
asset sales, contributing to a growing pipeline of acquisition
opportunities.
Page
6
At the same time,
Brazilian real estate investment funds (fundos de investimento
imobiliário, or "FIIs") have emerged as a meaningful
source of capital for operating DG solar assets. These vehicles are
beginning to provide a repeatable pathway for aggregating portfolios
and accessing public market equity capital, supported by contracted,
long-duration cash flows. FIIs have arrived as the main competitor
for the Company as both are pursuing the same project inventory.
There are currently three known operating FIIs.
In parallel, certain
foreign utilities and large energy companies have selectively reduced
or rebalanced their exposure to Brazilian distributed generation as
part of broader capital allocation priorities. This has further
increased the availability of assets for acquisition by specialized
operators with a dedicated focus on distributed solar.
Taken together, these
trends reflect a market that is evolving from a fragmented
development landscape into a more consolidated and capital-efficient
sector. We believe this transition favors disciplined operators with
the ability to combine origination, portfolio management, and access
to scalable sources of capital. The Company is well situated to
compete in a market where the number of available acquisitions far
outweighs the available capital for consolidation.
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.
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.
Page
7
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
|
$1,370,818
|
$675,180
|
Class I Investor Shares
|
$442
|
-
|
Total distributions to Investor
Shareholders
|
$1,371,260
|
$675,180
|
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 its Brazilian Project portfolio and held additional funds in
Brazilian government bonds. Project revenue increased, although
higher operating expenses resulted in a larger operating loss.
Interest income and foreign currency remeasurement gains contributed
to net income for the period.
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 $40,950,910 and $33,763,816, respectively. These balances included
cash and cash equivalents of $2,222,729 and $2,250,759,
held-to-maturity debt securities of $14,363,811 and $8,590,027, and
property and equipment, including construction in progress, net of
depreciation, of $22,450,936 and $21,819,588, respectively. Total
liabilities were $5,768,177 and $6,022,372, while partners' equity
totaled $35,182,733 and $27,741,444, respectively. The increase in
assets primarily reflected additional investments in Brazilian
government bonds, supported by capital raised from Investors.
Construction
in progress decreased from $6,597,798 at December 31, 2025 to
$728,549 at June 30, 2026, primarily reflecting the transfer of
Corumbaíba and Divinópolis III to operating assets when they became
operational during the period. The Company expects to incur
approximately $3,678,569 of additional costs to complete Projects
under construction as of June 30, 2026. Additional information is
provided in Notes 3 and 4 to the consolidated financial statements.
For
the six months ended June 30, 2026 and 2025, the Company generated
revenue of $886,882 and $627,120, respectively, an increase of
$259,762. The increase reflected contributions from the Pains Project
acquired in 2025 and increased revenue from Divinópolis II.
Total
operating expenses were $1,225,513 and $775,541 for the six months
ended June 30, 2026 and 2025, respectively. These consisted of
portfolio-level operating expenses of $383,680 and $328,460 and
project-level operating expenses of $841,833 and $447,081,
respectively. The increase primarily reflected higher project
depreciation, which increased from $215,968 to $366,513; operations
and maintenance expenses, which increased from $84,112 to $162,431;
site security expenses of $90,553, compared to none in the
corresponding period in 2025; and land rental expenses, which
increased from $53,093 to $94,545. The increase in operations and
maintenance and site security expenses primarily reflected costs
associated with the Company's expanded portfolio of operating
Projects. Additional information regarding property and equipment,
related-party transactions and leases is provided in Notes 4, 6 and 7
of the consolidated financial statements.
Page
8
The
Company reported an operating loss of $338,631 for the six months
ended June 30, 2026, compared to $148,421 for the corresponding
period in 2025. Other income, net, was $906,209, compared to other
expense, net, of $316,790. This improvement primarily reflected
interest income of $771,469, compared to $101,123, and foreign
currency remeasurement gains of $563,852, compared to losses of
$5,021. Interest income in 2026 included $752,419 related to the
Company's Brazilian government bonds, as described in Note 2 of the
consolidated financial statements.
As
a result, the Company reported net income of $567,578 for the six
months ended June 30, 2026, compared to a net loss of $465,211 for
the corresponding period in 2025. Foreign currency translation
adjustments recorded in other comprehensive income were a gain of
$648,571 and a loss of $114,578, respectively, resulting in
comprehensive income of $1,216,149 in 2026, compared to a
comprehensive loss of $579,789 in 2025.
During
the six months ended June 30, 2026 and 2025, investor share
issuances, net of issuance costs, totaled $7,596,400 and $8,320,853,
respectively, while distributions totaled $1,371,260 and $675,180.
Additional investor capital, net income and foreign currency
translation gains, partially offset by distributions, increased
partners' equity during 2026. As of June 30, 2026, 46,792,752 Class
A Investor Shares and 83,168 Class I Investor Shares were
outstanding, compared to 39,526,938 Class A Investor Shares and no
Class I Investor Shares at December 31, 2025.
Net
cash used in operating activities was $1,070,387 for the six months
ended June 30, 2026, compared to $1,747,043 for the corresponding
period in 2025. Operating cash flows reflected adjustments for
noncash income and expenses, together with changes in working
capital. Net cash used in investing activities was $5,093,233 and
$1,380,684, respectively. Investing activities in 2026 included
purchases of debt securities of $7,256,621 and property and equipment
of $623,344, partially offset by proceeds from matured debt
securities of $2,786,732. Net cash provided by financing activities
was $6,167,291 and $7,587,436, respectively, reflecting investor
share proceeds, net of issuance costs, distributions and term-loan
repayments. After the effect of exchange-rate changes, cash and cash
equivalents decreased by $28,030 during the six months ended June 30,
2026.
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 (or other
concurrent offerings), it might make up the shortfall through
borrowing. The General Partner will make this decision on an
as-needed basis.
On October 5, 2020, the
Company entered into a third-party Credit Agreement with Lattice
Energea Global Revolver I, LLC ("Lender"), which is
unaffiliated with the General Partner. This Agreement extends up to
$5,000,000 of credit to the Company which can be used to construct
Projects. After construction, amounts outstanding may be converted
into term loans, subject to the terms of the Credit Agreement. During
the six months ended June 30, 2026, the Company converted $1,900,000
of outstanding borrowings into a term loan bearing interest at 13%
annually. As of June 30, 2026, the Company had $878,000 outstanding
under the line of credit and $3,440,379 outstanding under term loans.
On December 22, 2023,
the parties amended the above-described Credit Agreement to release
the General Partner and establish the Company as the sole borrower.
This included certain underlying Projects as collateral: Iguatama,
Pedra do Indaiá, Divinopolis II, Divinopolis III, and Micros I.
Since the interest rate on this loan is lower than the anticipated
IRR of the Projects, we expect this loan to lever returns to
Investors while providing liquidity necessary to accelerate through
construction to achieve distributions to Investors faster.
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 and to 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 available cash, investments,
borrowings and anticipated costs to complete Projects under
construction is provided under
Past Operating Results and
Leverage and in the accompanying consolidated financial
statements.
Page
9
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 September 1, 2026,
the Company acquired from Victory Hill Holdings Brasil S.A. 100% of
the ownership interests in six entities owning five operating solar
Projects, consisting of Itaguaí I, Itaguaí II, Itaguaí III,
Vassouras I and Nova Friburgo I, and one solar Project under
construction, Paraíba do Sul, in Brazil.
The aggregate purchase
price was R$38.0 million, consisting of R$35.0 million payable at
closing and R$3.0 million payable on the first anniversary of
closing, subject to deductions for specified costs, liabilities and
other offsets. In addition to this purchase price, separate
contingent payments may become payable based on revenue received from
the five operating Projects during the twelve months following the
acquisition. Additional Project information is provided under
Description of Property.
The Company intends to
file the finalized Memos with the SEC and provide links in subsequent
reports or offering circular updates once available.
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-9
|
|
|
F-10
|
|
|
F-11
|
|
|
F-11
|
|
|
F-12
|
|
|
F-13
|
|
|
F-14
|
Page
10
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
|
$ 2,222,729
|
|
$ 2,250,759
|
Held to maturity debt
securities,
|
|
|
|
current, at amortized cost
(fair value: 2026 $10,800,323)
|
10,771,683
|
|
5,656,346
|
Accounts receivable
|
14,578
|
|
-
|
Due from related entity
|
136,622
|
|
-
|
Prepaid expenses and other
current assets
|
619,392
|
|
84,591
|
Total current assets
|
13,765,004
|
|
7,991,696
|
|
|
|
|
Property and equipment:
|
|
|
|
Property and equipment
|
22,995,499
|
|
16,097,409
|
Construction in progress
|
728,549
|
|
6,597,798
|
Total property and
equipment
|
23,724,048
|
|
22,695,207
|
Less accumulated
depreciation
|
(1,273,112)
|
|
(875,619)
|
Total property and
equipment, net
|
22,450,936
|
|
21,819,588
|
|
|
|
|
Other noncurrent assets:
|
|
|
|
Operating lease
right-of-use assets
|
1,142,842
|
|
1,018,851
|
Held to maturity debt
securities,
|
|
|
|
long-term, at amortized
cost (fair value: 2026 $3,500,799)
|
3,592,128
|
|
2,933,681
|
Total other noncurrent
assets
|
4,734,970
|
|
3,952,532
|
|
|
|
|
Total assets
|
$ 40,950,910
|
|
$ 33,763,816
|
|
|
|
|
Liabilities and
partners'/members' equity
|
|
|
|
Current liabilities:
|
|
|
|
Accounts payable and
accrued expenses
|
$ 150,908
|
|
$ 497,810
|
Operating lease
liabilities, current portion
|
7,561
|
|
6,151
|
Due to related party
|
22,382
|
|
17,843
|
Term loan, current portion
|
230,015
|
|
119,344
|
Total current liabilities
|
410,866
|
|
641,148
|
|
|
|
|
Non-current liabilities:
|
|
|
|
Operating lease
liabilities, long-term portion
|
1,268,947
|
|
1,124,341
|
Line of credit note payable
|
878,000
|
|
2,778,000
|
Term loan, long-term
portion
|
3,210,364
|
|
1,478,883
|
Total noncurrent
liabilities
|
5,357,311
|
|
5,381,224
|
|
|
|
|
Total liabilities
|
5,768,177
|
|
6,022,372
|
|
|
|
|
Partners'/members' equity:
|
|
|
|
Total shares and
accumulated deficit
|
35,083,970
|
|
28,291,252
|
Accumulated other
comprehensive gain/(loss)
|
98,763
|
|
(549,808)
|
|
|
|
|
Total partners'/members'
equity
|
35,182,733
|
|
27,741,444
|
|
|
|
|
Total liabilities and
partners'/members' equity
|
$ 40,950,910
|
|
$ 33,763,816
|
F-1
Consolidated Statement of Operations
June 30, 2026 and June 30, 2025
|
|
|
|
|
|
6/30/26
|
|
6/30/25
|
|
Unaudited
|
|
Unaudited
|
|
|
|
|
Revenue
|
$ 886,882
|
|
$ 627,120
|
|
|
|
|
Projects operating expenses:
|
|
|
|
Professional fees
|
4,630
|
|
5,174
|
Credit management
|
36,117
|
|
1,740
|
Depreciation
|
366,513
|
|
215,968
|
Insurance
|
19,992
|
|
16,421
|
Land rental
|
94,545
|
|
53,093
|
Site security
|
90,553
|
|
-
|
Management fee
|
1,381
|
|
|
Operation and maintenance
|
162,431
|
|
84,112
|
Other projects operating expenses
|
65,671
|
|
70,573
|
Total projects operating expenses
|
841,833
|
|
447,081
|
|
|
|
|
Portfolio operating expenses:
|
|
|
|
Professional fees
|
23,375
|
|
27,925
|
Depreciation
|
22,132
|
|
23,111
|
Management fees
|
290,062
|
|
268,685
|
Regulatory
|
1,500
|
|
1,370
|
Other general and administrative expenses
|
46,611
|
|
7,369
|
Total portfolio operating expenses
|
383,680
|
|
328,460
|
|
|
|
|
Loss from operations
|
(338,631)
|
|
(148,421)
|
|
|
|
|
Other income/(expense):
|
|
|
|
Foreign currency remeasurement loss
|
563,852
|
|
(5,021)
|
Foreign exchange transaction costs
|
(47,183)
|
|
-
|
Interest income
|
771,469
|
|
101,123
|
Interest expense
|
(297,655)
|
|
(303,687)
|
Taxes
|
(84,530)
|
|
(101,115)
|
Net miscellaneous income/(expense)
|
256
|
|
(8,090)
|
Total other income/(expense)
|
906,209
|
|
(316,790)
|
Net gain/(loss)
|
567,578
|
|
(465,211)
|
|
|
|
|
Other comprehensive loss:
|
|
|
|
Foreign currency translation adjustment (CTA)
|
648,571
|
|
(114,578)
|
|
|
|
|
Comprehensive gain/(loss)
|
$ 1,216,149
|
|
$ (579,789)
|
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 Loss/(Income)
|
Total Partners' Equity
|
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
|
|
|
Partners' equity, December
31, 2025 (Audited)
|
1,000,000
|
$
-
|
39,526,938
|
$
30,717,227
|
-
|
$
-
|
$
(2,425,976)
|
$
(549,808)
|
$
27,741,444
|
|
|
|
|
|
|
|
|
|
|
Issuance of investor shares,
net of issuance costs of $238,970
|
|
-
|
7,265,814
|
7,511,193
|
83,168
|
85,208
|
-
|
-
|
7,596,400
|
Non-dividend distributions
|
|
-
|
|
(1,370,818)
|
-
|
(442)
|
-
|
-
|
(1,371,260)
|
Cumulative translation
adjustment
|
|
-
|
-
|
-
|
-
|
-
|
-
|
648,571
|
648,571
|
Net
income
|
|
-
|
-
|
-
|
-
|
-
|
567,578
|
-
|
567,578
|
|
|
|
|
|
|
|
|
|
|
Partners' equity, June 30,
2026 (Unaudited)
|
1,000,000
|
|
46,792,752
|
$
36,857,602
|
83,168
|
$
84,766
|
$
(1,858,398)
|
$
98,763
|
$
35,182,733
|
|
|
|
|
|
|
|
|
|
|
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 Loss/(Income)
|
Total Partners' Equity
|
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
|
|
|
Members' equity, December
31, 2024 (Audited)
|
1,000,000
|
$
-
|
25,097,066
|
$
21,773,873
|
-
|
$
-
|
$
(3,443,394)
|
$
(525,432)
|
$
17,805,047
|
|
|
|
|
|
|
|
|
|
|
Issuance of investor shares,
net of issuance costs of $1,040,522
|
|
-
|
9,472,795
|
8,320,853
|
-
|
-
|
-
|
-
|
8,320,853
|
Non-dividend distributions
|
|
-
|
-
|
(675,180)
|
-
|
-
|
-
|
-
|
(675,180)
|
Cumulative translation
adjustment
|
|
|
|
|
|
|
|
(114,578)
|
(114,578)
|
Net loss
|
|
-
|
-
|
-
|
-
|
-
|
(465,211)
|
-
|
(465,211)
|
|
|
|
|
|
|
|
|
|
|
Partners' equity, June 30,
2025 (Unaudited)
|
1,000,000
|
|
34,569,861
|
$
29,419,546
|
-
|
$
-
|
$
(3,908,605)
|
$
(640,010)
|
$
24,870,931
|
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 income/(loss)
|
$ 567,578
|
|
$ (465,211)
|
Accretion income on held to maturity debt securities
|
(752,419)
|
|
-
|
Depreciation
|
388,644
|
|
239,079
|
Non-cash lease expense
|
39,155
|
|
(27,477)
|
Foreign currency remeasurement gain on debt securities
|
(551,476)
|
|
-
|
Other foreign currency remeasurement gain
|
(12,376)
|
|
|
Changes in assets and liabilities:
|
|
|
|
Accounts receivable
|
103,720
|
|
97,835
|
Prepaid expenses and other current assets
|
(424,055)
|
|
174,101
|
Accounts payable and accrued expenses
|
(259,110)
|
|
(1,766,315)
|
Due from related party
|
(164,004)
|
|
-
|
Due to related party
|
(6,044)
|
|
945
|
Total cash flows from operating activities
|
(1,070,387)
|
|
(1,747,043)
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
Purchase of property and equipment
|
(623,344)
|
|
(1,380,684)
|
Purchase of held-to-maturity debt securities
|
(7,256,621)
|
|
-
|
Proceeds of matured debt securities
|
2,786,732
|
|
-
|
Total cash flows from investing activities
|
(5,093,233)
|
|
(1,380,684)
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
Repayments on term-loan
|
(57,849)
|
|
(58,237)
|
Issuance of investor shares
|
7,596,400
|
|
8,320,853
|
Non-dividend distributions
|
(1,371,260)
|
|
(675,180)
|
Total cash flows from financing activities
|
6,167,291
|
|
7,587,436
|
|
|
|
|
Effect of exchange rate changes on cash
|
(31,701)
|
|
(114,578)
|
|
|
|
|
Increase/(decrease) in cash and cash equivalents
|
(28,030)
|
|
4,345,131
|
|
|
|
|
Cash and cash equivalents at the beginning of the period
|
2,250,759
|
|
4,593,375
|
|
|
|
|
Cash and cash equivalents at the end of the period
|
$ 2,222,729
|
|
$ 8,938,506
|
|
|
|
|
Supplemental disclosure of non-cash activities:
|
|
|
|
Operating lease right-of-use asset obtained in exchange for new
operating lease liability
|
$ 243,792
|
|
$ (284,083)
|
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 2 LP (the "Company"), formerly known as Energea
Portfolio 2 LLC is a Delaware limited partnership formed to
develop, own, and manage a portfolio of renewable energy projects in
Brazil. The consolidated financial statements include the accounts of
Energea Portfolio 2 LP and its wholly owned Brazilian single purpose
entities ("SPEs"): Energea Iguatama Aluguel de Equipamentos e
Manutençao Ltda; Energea Iguatama II Ltda; Energea Pedra do Indaia
Ltda; Energea Araxá I Ltda; Energea Araxá II Ltda; and Energea
Divinopolis II Ltda, Energea Divinopolis III Ltda, Energea Formiga I
Ltda, Energea Diamantina II Ltda, Energea Micros I Ltda, Energea
Micros II Ltda; Energea Micros III Ltda, Energea Micros IV Ltda,
Energea Micros V Ltda, Energea Corumbaiba Ltda and Energea Pains
Ltda. The Company and its day-to-day operations
are managed by Energea Global LLC ("General Partner"). The
Company commenced operations on January 13, 2020.
Effective
June 3, 2025, the Company converted from a Limited Liability Company
(LLC) to a Limited Partnership (LP). The conversion was undertaken
for alignment of 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, 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 consist principally of organization and
pursuit costs, raising capital, securing investors and project
development activity. The Company's activities are subject to
significant risks and uncertainties, including the inability to
secure funding to develop its portfolio. The Company's operations
have been funded by the issuance of membership interests (prior to
conversion). There can be no assurance that any of these strategies
will be achieved on terms attractive to the Company. During 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 a total of $44,376,238 through this
offering. After deducting issuance costs of $2,197,137, net proceeds
totaled $42,179,101. Since inception, the Company has distributed
$5,236,733 to investors as non-dividend returns of capital.
Basis
of presentation
The consolidated financial statements
include the accounts of the Company and its subsidiaries and
have been prepared on the accrual basis of accounting in accordance
with accounting principles generally accepted in the United States of
America ("US GAAP").
Basis
of Consolidation
The
consolidated financial statements include the financial statements of
the Company, as well as wholly owned SPEs. The accounting policies of
the Company's SPEs are consistent with the Company's accounting
policies, and all intercompany transactions have been eliminated in
consolidation.
Use
of estimates
The
preparation of the consolidated financial statements in conformity
with US GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, and
disclosures of contingent assets and liabilities at the date of the
consolidated financial statements and revenues and expenses of the
period. Actual results could differ from those estimates.
F-5
Cash
and cash equivalents
Cash
and cash equivalents include cash on hand, deposits at commercial
banks, and highly liquid investments with original maturities of 90
days or less.
Held
to maturity debt securities
Held
to maturity debt securities consist of fixed-rate Brazilian bonds
denominated in Brazilian reais (R$). The Company has the positive
intent and ability to hold these investments to maturity and,
accordingly, classifies them as held-to-maturity. These investments
are recorded at amortized cost, adjusted for the amortization of
premiums and accretion of discounts over the contractual term of the
securities.
Because
these investments are denominated in a foreign currency, the carrying
amounts are remeasured into U.S. dollars at period-end exchange
rates, with resulting realized and unrealized foreign currency gains
and losses recognized in earnings. Interest income is recognized
using the effective interest method and included in interest income
in the consolidated statements of operations.
For
held-to-maturity debt securities, the Company measures expected
credit losses on an individual security basis. Management evaluates
whether the decline in fair value has resulted from credit losses or
other factors. In making this assessment, management considers the
extent to which fair value is less than amortized cost, any changes
to the rating of the security by a rating agency, and adverse
conditions specifically related to the security, among other factors.
If this assessment indicates that a credit loss exists, the present
value of cash flows expected to be collected from the security is
compared to the amortized cost basis of the security. If the present
value of cash flows expected to be collected is less than the
amortized cost basis, a credit loss exists and an allowance for
credit losses is recorded for the credit loss, limited by the amount
that the fair value is less than the amortized cost basis. Losses
related to non-credit-related factors will be recorded in other
comprehensive income. Changes in the allowance for credit losses are
recorded as a provision for (or reversal of) credit loss expense.
Losses are charged against the allowance when management believes the
uncollectibility of a held-to-maturity security is confirmed or when
either of the criteria regarding intent or requirement to sell is
met.
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 is 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 are reclassified from CIP
to property and equipment and become subject to depreciation or
amortization over a specified estimated life.
F-6
Property
and equipment
Property
and equipment consist of investments in solar projects. The
Company accounts for investments in solar projects under ASC 360. The
property and equipment are carried at cost and are depreciated on a
straight-line basis over the estimated useful life of the related
assets, which range from 25 to 30 years. Additions, renewals, and
betterments that significantly extend the life of the asset are
capitalized. Expenditures for repairs and maintenance are charged to
expense as incurred.
Impairment
of long-lived assets
The
Company reviews long-lived assets for impairment in accordance
with ASC 360 whenever events or changes in circumstances
indicate that the carrying amount of an asset or asset group may not
be recoverable. An impairment evaluation is performed by comparing
the carrying amount of the asset or asset group to the estimated
undiscounted future cash flows expected to result from the use and
eventual disposition of the asset or asset group. If the carrying
amount is not recoverable, an impairment loss is recognized in an
amount equal to the excess of the carrying amount over fair value.
The
Company recorded an impairment loss of $335,196 on property and
equipment during the year ended December 31, 2025. No impairment loss
was recorded during 2026.
Revenue
recognition
To date, all of the
SPEs have Equipment Rental Agreements and Operation and Maintenance
Service Agreements ("O&M Agreements").
These agreements are
with various subscribers who will pay a monthly fee for renewable
energy upon completion of the projects. Projects are considered
complete when they are tested, commissioned, interconnected to the
grid, and capable of producing electricity as designed.
The Company recognizes
revenue from both Equipment Rental Agreements and O&M Agreements
concurrently using the same revenue recognition procedures when a
single invoice is issued to the customer. Accordingly, revenue is not
allocated between the Equipment Rental Agreement and O&M
Agreement and is recognized as a single revenue stream.
The agreements are in
effect for twenty-five years from the completion date and are
expected to generate combined gross revenues of approximately
$247,081,605 (unaudited) from all projects when operational.
The Company's revenue
recognition policy follows ASC-606 which is a five-step procedure:
Procedure
|
Example
|
Step 1 - Identify the Contract
|
Project Rental Contract
|
Step 2 - Identify the Performance Obligations
|
Delivery of electricity from solar plant
|
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.
Comprehensive
Income/(Loss)
US GAAP requires the
reporting of "comprehensive income/(loss)" within general purpose
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 exchange income/(losses) relating to currency
translation from Brazilian real to U.S. dollar reported as other
comprehensive income/(losses).
F-7
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.
Concentrations
Financial
instruments which potentially subject the Company to concentrations
of credit risk consist principally of cash and cash equivalents. The
Company maintains its cash and cash equivalents in bank deposits at
high credit quality financial institutions. The balances, at times,
may exceed federally insured limits.
Foreign Currency
Exchange Transactions
Purchases of products and services for the Brazilian subsidiaries are
transacted in the local currency, Brazilian real (R$), and are
recorded in U.S. dollars translated at historical exchange rates
prevailing at the time of the transaction. Balances are translated
into U.S. dollars using the exchange rates at the respective balance
sheet date.
Foreign currency
remeasurement losses and foreign exchange transaction costs are
recorded in the period incurred. These balances are included in other
income/(expense) on the accompanying consolidated statements of
operations and comprehensive loss.
Foreign currency
translation adjustments are included in other comprehensive loss on
the accompanying consolidated statements of operations and
comprehensive loss. These translation adjustments do not affect net
income until the related foreign operations are sold or substantially
liquidated.
F-8
For the six months
ended June 30, 2026 and 2025:
Foreign currency
remeasurement income/losses were $ 563,852 and ($5,021),
respectively.
Foreign exchange
transaction costs were $(47,183) and $0, respectively.
Foreign currency
translation adjustments (CTA) were income/losses of $648,571 and
($114,578), 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.
Reclassification
Certain prior year
amounts have been reclassed to conform to the current period
presentation.
Subsequent
events
In connection with the
preparation of the consolidated financial statements, the Company
monitored and evaluated subsequent events for the six months ended
June 30, 2026, through September 28, 2026, the date on which the
consolidated financial statements were available to be issued.
On
September 1, 2026, the Company completed the acquisition of 100% of
the ownership interests in six entities that own five
operational photovoltaic solar power projects and one photovoltaic
solar power project under construction in Brazil for
an aggregate purchase price of R$38.0 million, including R$3.0
million subject to certain post-closing adjustments.
Note 2 - Held to Maturity Debt Securities
The Company
invests in debt securities for which management has the positive
intent and ability to hold to maturity. Accordingly, these
investments are classified as held-to-maturity and are carried at
amortized cost, net of any allowance for credit losses.
The amortized
cost, gross unrealized gains and losses, and fair value of the
Company's held-to-maturity securities are as follows at June 30,
2026:
|
Amortized
|
|
Gross Unrealized
|
|
Gross Unrealized
|
|
Fair
|
|
Cost
|
|
Gains
|
|
Losses
|
|
Value
|
Foreign government
|
|
|
|
|
|
|
|
bonds
|
$ 14,363,811
|
|
$ 29,402
|
|
$ (92,091)
|
|
$ 14,301,122
|
Interest income
Interest income on
held-to-maturity debt securities is included in interest income in
the consolidated statements of operations. For the six months
ended June 30, 2026, total interest income recognized on these
investments was $752,419.
F-9
Contractual
maturities of held-to-maturity debt securities
The amortized
cost and estimated fair value of held-to-maturity debt securities by
contractual maturity as of June 30, 2026, were as follows:
|
Amortized
|
|
Fair
|
|
Cost
|
|
Value
|
Due within one year
|
$ 10,771,683
|
|
$ 10,800,323
|
Due after one year through five years
|
1,454,873
|
|
1,449,371
|
Due after five years through ten years
|
2,137,255
|
|
2,051,428
|
|
$ 14,363,811
|
|
$ 14,301,122
|
Unrealized
loss positions
As
of June 30, 2026, certain held-to-maturity securities were in an
unrealized loss position, and all such securities had been in an
unrealized loss position for less than one year. These unrealized
losses were primarily attributable to changes in market interest
rates and not to credit deterioration. Management has the intent and
ability to hold these securities to maturity and does not expect to
be required to sell the securities before recovery of their amortized
cost basis.
Credit
losses
The
Company evaluates held-to-maturity debt securities for expected
credit losses in accordance with ASC 326. As of June 30, 2026, no
allowance for credit losses was recorded, as the securities are
backed by the Brazilian treasury and are considered to have minimal
credit risk.
Note 3 - Construction in Progress
The
Company is in the process of developing and constructing renewable
energy facilities in Brazil. Project costs incurred after the
development phase are capitalized and include hard costs, such as
equipment and construction materials, and soft costs, such as
engineering, architectural, legal, permitting, developer fees, and
other costs. Construction in progress totaled $728,549 and
$6,597,798 as of June 30, 2026 and December 31, 2025, respectively.
The Company expects to incur approximately $3,678,569 of
additional costs to complete projects under construction as of June
30, 2026.
F-10
Note 4 - Property and equipment
The Company's
property and equipment as of June 30, 2026 and December 31, 2025, is
outlined in the following roll-forward summary:
|
2026
|
|
2025
|
|
|
|
|
Beginning property and equipment
|
$ 22,695,207
|
|
$ 19,815,352
|
Additions
|
371,398
|
|
3,387,343
|
Impairment loss on property and equipment
|
-
|
|
(335,196)
|
Loss on liquidation of subsidiary
|
-
|
|
(172,292)
|
Foreign currency translation adjustment
|
657,443
|
|
-
|
Ending property and equipment
|
23,724,048
|
|
22,695,207
|
|
|
|
|
Beginning accumulated depreciation
|
(875,619)
|
|
(397,920)
|
Depreciation expense
|
(388,644)
|
|
(477,699)
|
Foreign currency translation adjustment
|
(8,849)
|
|
|
Ending accumulated depreciation
|
(1,273,112)
|
|
(875,619)
|
Property and equipment, net
|
$ 22,450,936
|
|
$ 21,819,588
|
Note 5 - Line of Credit and Term Loans Notes Payable
In October 2020, the
Company, along with its majority member-manager, entered into a
revolving credit agreement (the "Agreement") with a debt provider
to finance construction projects in Brazil. The Agreement provides
for a line of credit with total availability of $5,000,000 to be used
solely for the purchase, development, and construction of three
Brazilian projects. Interest on the line of credit is payable in
quarterly installments at an annual rate of 15% through the date of
conversion to a term loan.
The Company may elect
to defer up to 50% of each quarterly interest installment; however,
any deferred interest is treated as principal and repaid in
accordance with the Agreement. The line of credit is secured by a
pledge of the Manager's Class A Investor Shares and Common Shares
in the Company, as well as a fiduciary lien on the assets of Energea
Iguatama Aluguel de Equipamentos e Manutenção Ltda, Energea Pedra
do Indaiá Ltda, and Energea Divinópolis II Ltda. As of December 31,
2025 and 2024, the Company had not deferred any interest or
capitalized interest into principal.
The Company may repay
or prepay outstanding borrowings with prior approval of the lender.
Additionally, the Company is required to repay outstanding principal
using proceeds from project sales within ten days of receipt, or if a
project is canceled or cannot be completed.
Upon completion of
construction, the Company may elect to convert amounts outstanding
under the line of credit into a term loan, subject to compliance with
financial covenants and other requirements.
During 2024, the
Company converted $1,775,000 of outstanding borrowings under the line
of credit into a term loan. The term loan bears interest at an annual
rate of 13%. Under the terms of the credit agreement, the term loan
is contractually due within 30 months of issuance and may be settled
through an exchange for equity interests in the related joint
venture. However, the Company has been making periodic payments of
principal and interest and expects to repay the term loan in cash
over time.
During 2026, the
Company converted $1,900,000 of outstanding borrowings under the line
of credit into a term loan. The term loan bears interest at an annual
rate of 13%. Under the terms of the credit agreement, the term loan
is contractually due within 30 months of issuance and may be settled
through an exchange for equity interests in the related joint
venture. However, the Company has been making periodic payments of
principal and interest and expects to repay the term loan in cash
over time.
F-11
As of June 30, 2026 and
December 31, 2025, total borrowings consisted of $878,000 and
2,778,000, respectively, outstanding under the line of credit for
both years and $3,440,379 and $1,598,227, respectively, outstanding
under the term loan.
Interest incurred
during the construction phase is capitalized as
construction-in-progress (CIP) and included in property and equipment
on the consolidated balance sheet. Total capitalized interest as of
June 30, 2026 and December 31, 2025 was $0 and $0, respectively.
Interest incurred during the operating phase is expensed.
Interest expense
related to these borrowings for the six months ended June 30, 2026
and 2025 was $295,850 and $302,505, respectively.
As of June 30, 2026,
the scheduled future principal payments on the Company's term note
payable were as follows:
2026
|
|
$ 111,495
|
2027
|
|
244,509
|
2028
|
|
276,295
|
2029
|
|
312,214
|
2030
|
|
352,802
|
2031-2036
|
|
2,143,064
|
Total future principal payments
|
|
$ 3,440,379
|
The line of credit note
payable matures on June 30, 2036.
Note 6 - Related Party Transactions
As of June 30, 2026 and
December 31, 2025, the Company had receivables from related entities
of $136,622 and $0, respectively, and payables to related entities of
$22,382 and $17,843, respectively.
As of June 30, 2026 and
2025, the SPEs with operational projects entered into an O&M
Agreement with a related party to perform continued maintenance on
the projects. The agreement is in effect for ten years from the date
of issuance of the Order of Service. The price is fixed based on the
size of the project, adjusted on the first (1st) anniversary of the
Order of Service, and each anniversary thereafter, in accordance with
General Market Price Index. For
the six months ended June 30, 2026 and 2025, the Company incurred
total O&M fees of $162,431 and $84,112, respectively, of which
$45,167 and $9,417, respectively, were charged by a related party
affiliated with the General Partner. These amounts were recognized as
expense and are included within total operation and maintenance
expenses in the consolidated statements of operations.
As of June 30, 2026 and
2025, the SPEs with operational projects entered into a 20-year
Credit Management Agreement with a related party affiliated with the
General Partner to manage the Consortium responsible for
commercializing project-generated energy. Services include customer
onboarding, invoicing, collections, credit control, and reporting.
The price is fixed based on the size of the project, adjusted on the
first (1st) anniversary of the contract signature, and each
anniversary thereafter. For the six months ended June 30, 2026 and
2025, the Company incurred credit management fees of $37,498 and
$1,740, respectively, recognized as expense in the consolidated
statement of operations.
The
Company pays a monthly management fee to the General Partner. For the
six months ended June 30, 2026 and 2025, the Company paid management
fees of $290,062 and $268,685, respectively, which are included in
operating expenses in the accompanying consolidated statements of
operations.
For
the six months ended June 30, 2026 and 2025, the Company paid
origination fees to the General Partner of $0 and $240,399,
respectively, which were capitalized and included in the accompanying
consolidated balance sheets.
F-12
For
the six months ended June 30, 2026 and 2025, the Company incurred
total stock issuance costs of $238,970 and $1,040,522, respectively.
Of these amounts, $232,720 and $940,522, respectively, related to
marketing costs reimbursed to the General Partner. These amounts are
included as a reduction of capital raised in the consolidated
statements of changes in partners'/members' equity.
Note 7 - Leases
The Company has a land
lease for the Energea Iguatama Aluguel de Equipamentos e Manutenção
Ltda property with an annual rent of approximately $13,776, expiring
in February 2049. The monthly base rent increases each lease year by
the General Market Price Index.
The Company has a
second lease for Energea Iguatama II Ltda property with an annual
rent of approximately $28,611, expiring in July 2047. The monthly
base rent increases each lease year by the General Market Price
Index.
The Company has a third
lease for the Energea Pedra do Indaiá Ltda with an annual rent of
approximately $18,309, expiring in April 2047. The monthly base rent
increases each lease year by the Brazilian Extended National Consumer
Price Index.
The Company has a
fourth lease for the Divinopolis III Ltda property with an annual
rent of approximately $24,025, expiring in June 2047. The monthly
base rent increases each lease year by the Brazilian Extended
National Consumer Price Index.
The Company has a fifth
lease for the Energea Araxa I Ltda property with an annual rent of
approximately $22,070, expiring in January 2047. The monthly base
rent increases each lease year by the Brazilian Extended National
Consumer Price Index.
The Company has a sixth
lease for the Energea Araxa II Ltda property with an annual rent of
approximately $22,070, expiring in January 2047. The monthly base
rent increases each lease year by the Brazilian Extended National
Consumer Price Index.
The Company has a
seventh lease for the Energea Corumbaiba Ltda property with an annual
rent of approximately $25,698, expiring in January 2048. The monthly
base rent increases each lease year by the Brazilian Extended
National Consumer Price Index.
The Company has an
eighth lease for the Energea Divinopolis II Ltda property with an
annual rent of approximately $18,657, expiring in March 2048. The
monthly base rent increases each lease year by the Brazilian Extended
National Consumer Price Index.
The Company has a ninth
lease for the Energea Micros I Ltda property with an annual rent of
approximately $21,125, expiring in May 2048. The monthly base rent
increases each lease year by the Brazilian Extended National Consumer
Price Index.
The Company has a tenth
lease for the Energea Micros II Ltda property with an annual rent of
approximately $18,473, expiring in February 2050. The monthly base
rent increases each lease year by the Brazilian Extended National
Consumer Price Index.
The Company has an
eleventh lease for the Energea Pains Ltda property with an annual
rent of approximately $5,832, expiring in February 2052. The monthly
base rent increases each lease year by the Brazilian Extended
National Consumer Price Index.
For the projects under
construction, the total land rental costs for the six months ended
June 30, 2026 and the year ended December 31, 2025 were $36,608 and
$101,144, respectively, which have been capitalized and included in
CIP on the accompanying consolidated balance sheets.
F-13
For the operating
projects, total land rental expense for the six months ended June 30,
2026 and 2025, were $94,545 and $53,093, respectively, which have
been included in the accompanying consolidated statements of
operations.
The lease costs and
other required disclosures as of and for the six months ended June
30, 2026 and 2025 were as follows:
|
2026
|
|
2025
|
|
|
|
|
Operating lease cost
|
$ 126,585
|
|
$ 375,366
|
Cash paid for amounts in the measurement of lease
|
|
|
|
liabilities - operating cash flows from operating leases
|
$ 104,539
|
|
$ 127,755
|
Weighted-average remaining lease term - operating leases
|
255 months
|
|
269 months
|
Weighted-average discount rate - operating leases
|
17.90%
|
|
17.90%
|
In March 2025, the
Company derecognized right-of-use assets and lease liabilities
totaling $284,083 in connection with early lease terminations for
Energea Formiga I Ltda, Energea Diamantina II Ltda, and Energea
Aparecida do Taboado II Ltda. During the same period, the Company
entered into new lease agreements for Energea Micros II Ltda, Energea
Iguatama II Ltda, and Energea Pains Ltda and recorded adjustments
related to lease escalations on existing contracts.
During the six months
ended June 30, 2025, operating lease cost included the impact of
lease terminations, additions, and modifications occurring during
that period. No comparable material lease modifications occurred
during the six months ended June 30, 2026.
Future lease payments,
translated at the exchange rate in effect as of June 30, 2026, are as
follows:
2026
|
|
$ 109,326
|
2027
|
|
218,651
|
2028
|
|
218,651
|
2029
|
|
218,651
|
2030
|
|
218,651
|
Thereafter
|
|
3,656,189
|
Total future undiscounted lease payments
|
|
4,640,119
|
Less interest
|
|
(3,363,611)
|
Lease liabilities
|
|
$ 1,276,508
|
Note 8 - Partners' Equity
On
June 3, 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 2 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 the date of this report, 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.
F-14
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, 46,792,752 and 39,526,938 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, 83,168 and 0 Class I Investor Shares, respectively, were
issued and outstanding. No Class B, Class C, or Class D Investor
Shares were issued or outstanding as of either date.
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-15
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**
|
|
4.4**
|
|
6.1**
|
|
6.2**
|
|
6.3**
|
|
6.4**
|
|
6.5**
|
|
6.6**
|
|
9**
|
|
11.1**
|
|
11.2**
|
Consent of McCarter & English (included in Exhibit 12.1)
|
12.1**
|
|
** Previously filed
Page
26
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
28, 2026.
Energea
Portfolio 2 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 28,
2026
Page
27