UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 1-U
CURRENT REPORT PURSUANT TO REGULATION A
October 28, 2026
(Date of Report (Date of earliest event reported))
ENERGEA PORTFOLIO 4 USA LP
(Exact name of registrant as specified in its
charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
86-2564823
(I.R.S. Employer Identification
No.)
52 Main Street, Chester, CT 06412
(Full mailing address of principal executive offices)
860-316-7466
(Issuer's telephone number, including
area code)
Class A Investor Shares
(Title of each class of securities issued pursuant to Regulation A)
ChargedEV Holdings LLC
Borrower Investment Committee Memo
Clayton, North Carolina, USA
October 21, 2026
This Investment Committee ("IC") Memo
includes projections and forward-looking information that represents the
Manager's assumptions and expectations in light of currently available
information. Except for statements of historical fact, the information
contained herein constitutes forward-looking statements and they are provided
to allow potential investors the opportunity to understand the Manager's
beliefs and opinions in respect of the future so that they may use such beliefs
and opinions as one factor in evaluating an investment. These forward-looking
statements are not guarantees of future performance and necessarily involve
known and unknown risks and uncertainties, which may cause actual performance
and financial results in future periods to differ materially from any
projections of future performance. For a comprehensive discussion on
forward-looking statements and the risks associated with this investment,
please refer to the Offering Circular.
All capitalized terms used herein have a meaning set
forth in the Offering Circular.
Item
9. Other Events
Executive Summary
Energea
Portfolio 4 USA LP (the "Company") has entered into a Master
Loan Agreement (the "MLA") with ChargedEV Holdings LLC ("ChargedEV"
or the "Borrower") and its founder, Jeremy Watrous (the "Sponsor"),
to finance direct-current ("DC") fast-charging hubs for
electric vehicles ("EVs") in the US Southeast (see Table 11).
The MLA is dated as of October 14, 2026, was executed on October 15, 2026, and
establishes an uncommitted, senior secured lending platform with an Aggregate
Cap of USD 10,000,000. Each hub joins the platform through its own Project Loan
Agreement ("PLA").
This
memo defines the Borrower and the Sponsor, assesses the credit of the platform
and the support behind it, and summarizes the general terms and conditions of
the MLA, which apply to every loan. Each PLA is presented in its own PLA Memo,
attached to this memo as an exhibit as the PLA is issued. The PLA Memos
describe the hub, its PLA-specific terms and its debt service coverage, and do
not restate the terms of the MLA.
ChargedEV
is a North Carolina holding company, formed in July 2026 and wholly owned by
the Sponsor, that will own each hub through a wholly owned project company and
carry the debt. The hubs are built on Tesla Supercharger hardware under Tesla's
Supercharger for Business program, with Tesla, Inc. ("Tesla")
providing operations and maintenance ("O&M"), network
access, billing and in-car navigation routing under long-term agreements (see
Tesla Agreements in the Legal Summary). There is no guarantor. In its place,
the Sponsor pledges 100% of the Borrower's equity to the Company (see Table
12), all revenue is paid into Company-controlled accounts, and the Sponsor is
personally liable for defined bad acts.
Public
DC fast charging in the US Southeast is an early and under-supplied
infrastructure segment. The MLA gives the Company operating-asset credit
exposure to it as a senior secured lender, at a fixed 13.50% a year in US
dollars, with a seven-year amortization, control of cash from the first dollar
and, through a warrant over up to 10% of the Borrower's equity and a right of
first refusal, a share in the upside and access to the Borrower's pipeline.
Because the facility is uncommitted, the Company takes exposure one hub at a
time, after diligence on each.
The
principal risks, discussed in the Risk Assessment, are that the Borrower is
newly formed and run by one principal; that revenue is uncontracted charging
sales and Tesla is the sole network, billing and O&M provider; that one
operating hub carries the credit until the pipeline converts; that the
Borrower's model, restated on the MLA terms, shows coverage below the 1.20x
covenant during the 2027 ramp-up; and that perfection of the security, account
control and other closing deliverables follow the Initial Advance as
Post-Funding Conditions under Waiver, Consent and
Amendment
Agreement No. 1 dated as of October 20, 2026 ("Waiver No. 1"),
on fixed deadlines.
Key Information
Table 1 - General
Information
|
Company
|
Energea Portfolio 4 USA LP
|
|
Borrower
|
ChargedEV Holdings LLC
(North Carolina)
|
|
Sponsor
|
Jeremy Watrous (equity
pledgor; not a guarantor)
|
|
Guarantor
|
None
|
|
Facility
|
Master Loan Agreement
executed October 15, 2026 (dated as of October 14, 2026)
|
|
Aggregate Cap
|
USD 10,000,000 (uncommitted)
|
|
Interest Rate
|
13.50% a year, fixed,
all-in, in USD
|
|
Tenor
|
Three months interest only,
then seven years of level monthly amortization, per Advance
|
|
Loans Outstanding
|
One PLA signed (Norcross),
up to USD 270,000; no Advance funded
|
|
Financed Assets
|
8 Tesla V4 Supercharger
posts (one hub)
|
|
Eligible Assets
|
US EV DC fast-charging hubs,
operating or under construction
|
|
Currency
|
USD; no foreign-exchange
exposure
|
|
Status
|
MLA and PLA No. 1 executed;
security, account control and other conditions to the first Advance
outstanding
|
Table 2 -
Stakeholders
|
Company
|
Energea Portfolio 4 USA LP
|
|
Borrower
|
ChargedEV Holdings LLC
|
|
Sponsor and Sole Member
|
Jeremy Watrous
|
|
Project Companies
|
ChargedEV Atlanta LLC
(Norcross); ChargedEV Raleigh LLC (Morrisville)
|
|
Manager of the Project
Companies
|
ChargedEV LLC (Sponsor's
management company; not an obligor)
|
|
Hardware, O&M and
Network Operator
|
Tesla, Inc.
|
|
Installation Contractor
|
Car Charger Specialists, LLC
|
|
Account Banks
|
Column Bank, N.A. (deposit
accounts); Brex Treasury LLC (treasury accounts)
|
|
Loan Manager
|
Energea
|
Table 3 - Loans
Outstanding
|
Loan
|
Project
|
Assets
|
Principal
|
Funded
|
|
PLA No. 1
|
Norcross, Georgia
|
8 Tesla V4 posts
|
Up to USD 270,000
|
Not yet funded
|
|
Total
|
|
8 Tesla V4 posts
|
Up to USD 270,000
|
|
Site,
technical and PLA-specific terms for each loan are presented in its PLA Memo
(see Exhibit A).
The Borrower and
Sponsor
ChargedEV
is an owner-operator of Tesla Supercharger hubs founded by Jeremy Watrous. The
Sponsor owns 100% of the Borrower, and the Borrower will own 100% of each
project company. Its Norcross, Georgia hub reached commercial operation in
April 2026 and has received monthly Tesla payouts since then. Its Morrisville,
North Carolina hub has been open to the public since October 1, 2026.
Table 4 - Group
Structure
|
Entity
|
Role
|
Ownership
|
Obligor
|
|
ChargedEV Holdings LLC
|
Borrower; holds the project companies
|
100% Sponsor
|
Yes
|
|
ChargedEV Atlanta LLC
|
Owns the Norcross hub, open to the public
|
100% Borrower
(equity rollover closed September 28, 2026)
|
Yes
|
|
ChargedEV Raleigh LLC
|
Owns the Morrisville hub, open to the public since
October 1, 2026
|
100% Borrower
(equity rollover closed October 15, 2026)
|
Pledged under the Equity Pledge; joins as a Project
Company under its
own PLA
|
|
ChargedEV LLC
|
Sponsor's management company; services the project companies
|
Sponsor
|
No
|
|
ChargedEV Baltimore LLC
|
Maryland project outside the platform
|
Sponsor
|
No
|
|
Jeremy Watrous
|
Sponsor; pledges the
Borrower's equity and grants the Warrant
|
-
|
Pledgor only
|
ChargedEV
Holdings LLC. The Borrower was
organized in North Carolina on July 29, 2026 as the holding company for this
facility. It owns no hub directly, has no operating history and held about USD
1,000 in its Column Bank and Brex accounts at September 30, 2026. Its limited
liability company operating agreement was executed on August 29, 2026. Its
capacity to pay is therefore the cash flow of the hubs it will hold, which is
assessed hub by hub in each PLA Memo, supported by the security and cash
controls described below.
Project
companies. ChargedEV Atlanta LLC, a
Georgia company organized on November 25, 2025, owns the Norcross hub and its
Tesla, installation and hosting agreements. It became a wholly owned subsidiary
of the Borrower on September 28, 2026 through a membership interest purchase
agreement, an equity rollover for no cash. It owes the Sponsor nothing: of USD
395,000 of member notes, USD 10,000 and accrued interest were repaid and USD
385,000 was contributed to capital, by written consent of September 22, 2026.
ChargedEV Raleigh LLC, a North Carolina company formed on January 5, 2026, owns
the Morrisville hub, open to the public since October 1, 2026, and became a
wholly owned subsidiary of the Borrower on October 15, 2026 through an equity
rollover for no cash. The Sponsor's USD 290,000 of member loans to it were
contributed to capital, effective October 2, 2026. Its installation agreement
names a different client and site address and is to be corrected before any
Morrisville spending is approved.
Affiliates
outside the platform. ChargedEV LLC,
the Sponsor's management company, services each project company for a capped
management fee paid only after debt service and the reserve.
ChargedEV
Baltimore LLC holds a Maryland project that is excluded from the right of first
refusal. The MLA describes it as financed by a US Small Business Administration
("SBA") loan underwritten by Stearns Bank, N.A. The Sponsor now
reports that SBA guidance treats EV charging as a passive business that is
ineligible for 7(a) loans, that neither the SBA loan nor Stearns Bank financing
will proceed, and that he intends to propose the project to the Company for
financing, which would require its acquisition by the Borrower and the
Company's approval.
Jeremy
Watrous. The Sponsor is the sole
full-time principal and runs site acquisition, capital strategy and operations
with contracted delivery partners and in-house software. He pledges the
Borrower's equity and grants the Warrant but is not a guarantor. Identity, integrity
and credit screening of the Sponsor is a condition to the first Advance and is
not yet on file.
Track
record. The group's operating history
includes the Norcross and Morrisville hubs. Tesla's monthly payout statements
to ChargedEV Atlanta LLC show sessions rising from 3,002 in May to 3,443 in
August 2026 and net revenue, after Tesla's fee and taxes, rising from USD
29,646 to USD 39,599 over the same months (see Table A-7). There are no entity
financial statements and no operating record before 2026.
Implications
for the credit. This is a
single-founder, early-stage platform with two operating hubs and no balance
sheet behind the Borrower. The Company's position rests on hub cash flow,
firstranking security over each project company and over the Borrower itself,
and control of cash through the waterfall, not on group financial strength.
Because Tesla operates, maintains and bills for every hub, day-to-day operation
does not depend on the Sponsor's time, and the pledge of the Borrower's equity
lets the Company replace management without assigning the hub contracts.
Loan Structure and
Security
Structure
The
Company enters EV fast charging as a senior secured lender rather than an
owner. The segment is new to the Company and revenue is uncontracted, so a
fixed coupon, amortization from the fourth month, cash dominion and step-in
rights give a defined return and control while the Company builds operating
data. Upside is taken through the Warrant rather than through first-loss risk.
The
hubs are small and arrive one at a time, and the fixed cost of a project loan
would absorb a disproportionate share of the return if repeated for each hub.
The MLA incurs that cost once. It fixes the platform terms and the security
behind every loan, and each hub then joins through a short PLA that adds only
its own terms. A hub becomes an Approved Project only when it meets its PLA
eligibility criteria, has completed diligence and has Investment Committee
approval. The facility is uncommitted: the Aggregate Cap is a ceiling, the
Company may decline, defer, reduce or condition any Advance even when every
condition is met, and it may terminate the facility at any time by notice. The
principal terms of the MLA are summarized in Table 11.
Each
Advance is interest only for three months from disbursement and then fully
amortizes in level monthly payments over seven years, with the Company's option
to sculpt the profile to support the Debt Service Coverage Ratio ("DSCR")
covenant. Advances are sized against a Borrowing Base that the Company values
on the Borrower's sizing inputs and a typical-unit benchmark validated against
one to two months of each hub's own utilization. New builds draw against an
approved budget, verified milestones and an in-balance test, with up to 10%
held back until commercial operation. The definitions, the uncommitted
character, the Aggregate Cap, the Borrowing Base, permitted uses, interest and
payments, the approval gates, cash management, the Holdco Equity Pledge, the
Events of Default, security and governing law are Hard-Locked Terms that no PLA
can vary.
Cash Management
All
hub revenue is paid by Tesla, as billing agent, directly into Controlled
Accounts: deposit accounts at Column Bank, N.A. under a deposit account control
agreement ("DACA") and treasury accounts at Brex Treasury LLC
under a securities account control agreement ("SACA"), with
continuous view access for the Company. On each Payment Date cash is applied in
a fixed order: operating costs, scheduled debt service, replenishment of the
three-month Debt Service Reserve Account ("DSRA"), any clawback
and only then distributions, subject to the Distribution Conditions. The DSRA
is built from operating cash flow and is not funded at closing. The Company
takes exclusive control of the accounts on an Event of Default, an uncured
Default, a diversion of receivables or a DSRA shortfall.
No Guarantee;
Sponsor Support
There
is no corporate or personal guarantee. In its place stand the Holdco Equity
Pledge, under which the Sponsor pledges 100% of the Borrower's equity and the
Company may, on an Event of Default, take control of the Borrower's governance;
the Sponsor's full personal liability for losses from fraud, wilful misconduct,
diversion of revenue, a voluntary or collusive insolvency filing, an
unpermitted transfer of the Borrower's equity and physical waste; and the
Sponsor's right, but not obligation, to cure a DSCR shortfall with cash equity
(see Table 12). The pledge has no performance-based release and is released
only on payment in full.
Security and
Perfection
The
platform security comprises an all-assets security agreement over the Borrower
and each project company, perfected by Uniform Commercial Code ("UCC")
financing statements; a pledge of 100% of the Borrower's equity in each project
company; the Holdco Equity Pledge; the DACA and SACA; a collateral assignment
of the material contracts; and direct agreements with Tesla and the site hosts.
It secures every loan under the MLA and must be granted and perfected before
the first Advance. Its status is summarized in Table 5.
Table 5 - Platform
Security Status (as of October 19, 2026)
|
Instrument
|
Status
|
|
Security Agreement (all assets of the Borrower and project companies)
|
First draft; not executed; no UCC filing
|
|
Pledge of the project company equity (by the Borrower)
|
First draft; not executed; equity registers of the project companies
outstanding
|
|
Holdco Equity Pledge (by the Sponsor)
|
First draft;
not executed; Sponsor's written authorization signed August 30, 2026
|
|
Warrant (by the Sponsor)
|
First draft; not executed
|
|
Collateral Assignment of Material Contracts
|
First draft;
not executed; notice to Tesla is a condition to the first Advance
|
|
DACA (Column Bank) and SACA (Brex Treasury)
|
Not yet on file; account verification letter of September 15, 2026 on
file
|
|
Tesla consent to the financing
|
Countersigned
September 8, 2026, but names an Energea vehicle other than the Company; to be
reissued
|
|
Tesla
Financing Party acknowledgment, Tesla direct agreement and host direct
agreement
|
Conditions subsequent, pursued for 90 days after the first Advance;
further Advances under PLA No. 1 withheld until met
|
|
Lien searches
|
Not yet run in North Carolina or Georgia
|
Under
Waiver No. 1, the Company waives, for the Initial Advance only, the UCC
filings, the DACA and SACA, the notice to Tesla, the insurance endorsements,
the closing certificates and the legal opinions, and converts them into
Post-Funding Conditions due three to thirty Business Days after funding.
Missing any deadline is an Event of Default without a cure period, and no
further Advance is considered until all are met. The security documents, the
equity rollover and the Company's know-your-customer screening must still be
completed before funding. The certificates of August 30, 2026, the Tesla
consent and the deposit-account schedule name Energea Portfolio 6 EV Infra, LP
rather than the Company, and are being re-issued in the Company's name.
Financial Summary
ChargedEV
repays from the cash flow of the hubs it holds. There is no guarantor behind
it; if hub cash flow falls short, the DSRA, the Distribution Conditions and the
Sponsor's cure right are the first line, and behind them sit the equity
pledges, the hub security and the Company's control of cash. Debt service
coverage is assessed for each hub in its PLA Memo and, as more hubs are
financed, for the portfolio in the Borrower model on the executed terms of the
MLA.
Portfolio Debt
Service
On the
MLA terms, the PLA No. 1 Initial Advance of USD 270,000 pays interest of USD
3,038 a month for three months and then level payments of USD 4,986 a month for
seven years. Annual debt service is about USD 59,826 from the second loan year,
the DSRA target is about USD 14,957 and total interest over the life of the
Advance is USD 157,896. The schedule by loan year is set out in Annex 1 (see
Table 14).
Hub Performance
Tesla's
net remittances to ChargedEV Atlanta LLC, after its service fee, taxes,
chargebacks and refunds, averaged USD 34,656 a month from May to September 2026
(see Table A-7). Deducting the energy cost and rent in the Borrower's May and
June profit and loss statements leaves cash flow available for debt service
("CFADS") of about USD 12,000 a month before insurance. That
covers the Initial Advance's interest-only payment about 3.9 times and its
level payment about 2.4 times. The May and June results are Borrower-prepared;
the project company bank statements delivered on October 12, 2026 are available
to reconcile them.
Borrower Model
The
Borrower model (last saved September 14, 2026) lends USD 825,915 in three
loans, Norcross USD 270,000, Morrisville USD 420,513 and a second Norcross loan
of USD 135,402, and projects the CFADS that the two hubs distribute to the
Borrower. Only the Norcross Initial Advance is documented; the other two would
each require the Company's approval and, for Morrisville, its own PLA.
Table 6 - Borrower
Model, as Built (USD thousands)
|
Year
|
Principal
|
Interest
|
Debt
Service
|
Cumulative
Principal
|
Projected
CFADS
|
DSCR
|
|
2026
|
2.7
|
20.4
|
23.1
|
2.7
|
30.6
|
1.33x
|
|
2027
|
29.3
|
103.5
|
132.7
|
32.0
|
192.1
|
1.45x
|
|
2028
|
59.8
|
98.0
|
157.7
|
91.7
|
236.8
|
1.50x
|
|
2029
|
93.4
|
88.5
|
181.9
|
185.1
|
281.3
|
1.55x
|
|
2030
|
128.5
|
74.6
|
203.1
|
313.7
|
323.0
|
1.59x
|
|
2031
|
157.7
|
56.5
|
214.2
|
471.3
|
349.5
|
1.63x
|
|
2032
|
184.8
|
34.8
|
219.6
|
656.2
|
366.6
|
1.67x
|
|
2033
|
169.8
|
10.0
|
179.8
|
825.9
|
375.3
|
2.09x
|
The
model predates the MLA terms. It sculpts debt service over 84 months with no
interest-only period and applies a monthly rate of about 1.06% where 13.50% on
a 30/360 basis gives 1.125%. Restated by the Company on the MLA profile, for
the same amounts, dates and CFADS, annual debt service is about USD 179,000 in
2027 and USD 183,000 from 2028, and DSCR is 1.07x in 2027, 1.29x in 2028 and
1.54x or more from 2029. Trailing six-month DSCR falls below 1.20x in 13
monthly tests from April 2027, with a low of 0.95x in August 2027, while
Morrisville ramps up. With CFADS 15% lower, the model's own DSCR is 1.23x in
2027 and 1.28x in 2028.
The
model is conservative on Norcross: it loads May to August 2026 volumes 7% to
16% below Tesla's statements, and its Norcross distributions average about USD
7,000 a month against the roughly USD 12,000 a month shown above. The covenant
tests only Qualified Projects with six months of CFADS, the Company may sculpt
any Advance and sizes every Advance at its discretion, and the model is to be
refreshed to the MLA terms, and Morrisville sized against it, before any
Advance beyond the Norcross Initial Advance.
Sponsor Backing
There
is no guarantor to analyze. The Sponsor's cure right is a right, not an
obligation, and its capacity depends on his liquidity, which he reports at USD
275,000 of cash within net worth of about USD 2.7 million; the statement is
unaudited and not reconciled to bank or brokerage evidence. The Company's
reliance is therefore on control rather than on the Sponsor's balance sheet:
the Holdco Equity Pledge and the project company equity pledges let the Company
take control of the Borrower and each project company and keep a hub operating
with its Tesla and site contracts in place.
Offtaker. There is no offtaker. Drivers pay per session at
prices the Borrower sets, and Tesla collects and remits monthly as billing
agent. A credit view of Tesla as remitting agent is to be added.
Pricing, Currency
and Inflation
The
13.50% fixed rate compares with an indicative 8.6% to 9.1% for sponsored US
middle-market first-lien unitranche loans, based on overnight SOFR of 3.89% on
October 13, 2026 plus spreads of about 475 to 525 basis points. The premium of
about 440 to 490 basis points reflects a first exposure below USD 1 million, a
newly formed borrower, uncontracted revenue and the absence of a guarantee; the
Warrant and the right of first refusal add return and pipeline access beyond
the coupon. Voluntary prepayment carries a premium of 50% of the principal
prepaid.
The
facility, revenue and costs are all in US dollars, so there is no currency
exposure, and the fixed rate removes reset risk for both parties. Inflation
acts on energy cost, rent and fees, while the Borrower sets charging prices;
the MLA has no indexation.
Sources
of repayment. In order of priority:
hub cash flow through the waterfall and the DSRA; the Sponsor's equity cure
right and his liability for bad acts; and the collateral, through enforcement
of the equity pledges and step-in, sale of the project companies as going concerns,
or enforcement over equipment, receivables and contracts.
Platform Admission
and Pipeline
Admission
of hubs. A hub joins the platform
only as an Approved Project: it meets the eligibility criteria in its PLA
(technical, legal, commercial, permitting and interconnection readiness),
completes diligence, receives Investment Committee approval of its PLA Memo,
fits the Borrowing Base and its project company is onboarded with security. New
builds draw under a Construction Rider against an approved budget, Technical
Director sign-off on each milestone and an in-balance test.
Table 7 - Borrower
Pipeline
|
Project
|
Location
|
Capital Need from the Company
|
Status
|
|
Morrisville Square (4 V4 posts)
|
Morrisville,
North Carolina
|
Model assumes USD 420,513; no PLA
|
Operating since October 1, 2026
|
|
Pipeline (14 projects, 90 stalls)
|
Georgia
(10), Florida
(2),
Maryland (1),
North
Carolina (1)
|
USD 5,659,000
(Borrower estimate)
|
Target COD January to September 2027 (Borrower estimate)
|
The
Borrower's Capital Needs Forecast (Revision 3, September 26, 2026) shows gross
capital expenditure of USD 9,264,000 for the 14 pipeline projects, reduced by
Georgia Power's makeready program and other incentives, with a first draw of
USD 168,500 in December 2026. These are Borrower estimates, not commitments of
either party. Together with the model's USD 825,915 for Norcross and
Morrisville, the forecast totals about USD 6.5 million, within the Aggregate
Cap. The Warrant becomes exercisable once USD 2,000,000 has been disbursed, and
the right of first refusal ends once cumulative Advances reach USD 10,000,000.
Revenue
model. Each hub sells charging
sessions to drivers at prices the Borrower sets, and drivers reach the hubs
through Tesla's in-car navigation. Tesla bills drivers as agent, nets its
service fee, taxes, chargebacks and refunds, and remits monthly to the project company's
Controlled Account. Energy is bought from the local utility; Norcross takes
service under a Georgia Power EV time-of-use tariff.
Governance and
Compliance
Disbursement
control. No Advance is funded without
written clearance of three approval gates: compliance (reporting current, no
Default, and know-your-customer, anti-money-laundering and Office of Foreign
Assets Control screens current), technical (Technical Director sign-off on
asset condition and utilization or, for new builds, milestone evidence) and
financial (Borrowing Base, current sizing inputs and permitted use). Advance
proceeds not applied within 15 Business Days are returned with interest, and no
part of any Advance may reach the Sponsor.
Reporting
and covenant testing. The Borrower
delivers a monthly reporting package within eight Business Days of month-end
(sessions, utilization and revenue by hub, waterfall and DSRA status with bank
statements, O&M log, budget variance and use of proceeds), monthly
financial statements of the Borrower and each project company within 15
Business Days, a quarterly Compliance Certificate with the DSCR computation
within 45 days and annual statements within 120 days, with an annual
confirmation from the Sponsor. Any Tesla or host termination or nonrenewal
notice reaches the Company within two Business Days. A Project Oversight
Committee with a Company observer seat meets at least quarterly from the first
Advance. The fiscal year-end of the Borrower is December 31.
Related-party
controls. Cash moves only through the
Controlled Accounts and the waterfall. Services from the Sponsor or his
affiliates require the Company's consent. The management fee to ChargedEV LLC
is capped at USD 3,000 per site per month plus USD 250 per stall above four and
is paid only after the distribution tier, and cost reimbursements to ChargedEV
LLC carry at most a 10% charge. Any new loan from the Sponsor needs the
Company's consent and is automatically subordinated, with a payment standstill
and turnover. The Borrower may not incur other debt, grant liens, dispose of
assets or change control without consent.
AML,
sanctions and anti-corruption.
Representations and covenants apply at the platform level and to every PLA.
Know-your-customer, anti-money-laundering and sanctions checks on the Borrower
and its owners, with an ownership chart, are a condition to closing and to each
Advance, and a breach not remediated within 30 Business Days is an Event of
Default.
Regulatory
and tax. The Borrower must maintain
permits, interconnection and code compliance and preserve incentive eligibility
on each onboarding. The federal Section 30C refueling property credit is
repealed for property placed in service after June 30, 2026; Norcross was
placed in service in April 2026 and the Sponsor claims any credit personally,
so it sits outside CFADS. Pipeline economics rely on utility programs and
grants that can change. The Borrower and both project companies are
single-member limited liability companies that the Sponsor confirms are
disregarded for federal income tax.
Table 8 - Due
Diligence Status
|
Area
|
On File
|
Open
|
|
Corporate
|
Borrower's certified Articles of Organization, certificate of existence
and tax identification; ChargedEV Atlanta LLC's formation, existence and
amended operating agreement; ChargedEV Raleigh LLC's organizer's statement
and operating agreement; Borrower's operating agreement (August 29, 2026);
ChargedEV Atlanta LLC's membership interest purchase agreement and register
(September 28, 2026)
|
Borrower's equity register; ChargedEV Raleigh LLC's executed equity
rollover and register (reported delivered
October 15, 2026); ChargedEV Raleigh LLC's Secretary of State record
|
|
Financial
|
Norcross Tesla payout statements (April to September 2026); Norcross
profit and loss (May and June 2026); proforma-toactuals comparison; Capital
Needs
|
Entity financial statements; model refreshed to the MLA terms
|
|
|
Forecast Revision 3; Borrower model;
Borrower bank statements (July to September 2026); project company bank
statements (delivered October 12, 2026); Sponsor's solvency certificate and
personal statement
|
|
|
Legal and Compliance
|
Sponsor's written authorization of the pledge and Warrant; officer's
certificate on consents and the Tesla change of control; incentive-continuity
certificate
|
Know-your-customer, antimoney-laundering and sanctions screening of the
Borrower, project companies and Sponsor; litigation confirmations; legal
opinions
|
|
Insurance
|
Certificate of liability insurance; certificates naming the Company as
loss payee and additional insured (October 15, 2026)
|
Endorsements due under Waiver No. 1; confirmation that the bound
property and business interruption limits meet PLA No. 1 Schedule D
|
|
Projects
|
Presented in each PLA Memo
|
-
|
Table 9 -
Exceptions to Energea's Standard Requirements
|
Exception
|
Rationale and Mitigation
|
|
No corporate or personal
guarantee
|
The Holdco Equity Pledge
gives the Company control of the Borrower itself, cash is under the Company's
control from the first dollar, every Advance is discretionary and the Sponsor
is personally liable for bad acts
|
|
No historical financial
statements of the Borrower
|
The Borrower is newly
formed; the analysis rests on the Borrower model and on Tesla payout
statements for the operating hub
|
|
Sponsor reporting limited to
an annual confirmation
|
Consistent with a
pledgor-only role
|
|
DSRA built from cash flow
rather than funded at closing
|
No distribution is possible
until the DSRA is full
|
Risk Assessment
Table 10 -
Principal Risks and Mitigants
|
Risk
|
Description
|
Mitigation
|
|
Counterparty and Sponsor
|
A borrower formed in July
2026 with no financial history, run by one principal who also carries other
projects and personal guaranties
|
The Holdco Equity Pledge lets
the Company replace management and take control of the group. Tesla performs
O&M and billing, so daily operation does not depend on the Sponsor's
time. Cash sits in Controlled Accounts from the first dollar, reporting is
monthly and the Company observes the Project Oversight Committee. Every
Advance is discretionary, so new exposure stops if the Sponsor's position
weakens
|
|
Concentration and related parties
|
One operating hub carries debt service until other
hubs qualify; the Sponsor's management company earns fees, and PLA No. 1
permits Morrisville costs before ChargedEV Raleigh LLC is collateral
|
The covenant tests only
Qualified Projects, and new hubs add exposure only through discretionary
Advances. Management fees are capped and paid after the distribution tier.
Any Sponsor loan is subordinated. Morrisville spending under PLA No. 1 needs
the Company's specific written approval
|
|
Collateral and perfection
|
Security is not yet granted
or perfected; third-party consents name another Energea vehicle; the Norcross
hosting agreement cannot be assigned without the host's consent
|
Under Waiver No. 1 the
Initial Advance funds before perfection, with UCC filings, account control
agreements and insurance endorsements due within three to thirty Business
Days, and missing any deadline is an Event of Default without a cure period.
Enforcement at the equity level keeps each project company, and its Tesla and
site contracts, in place without assignment. Tesla's consent to the financing
is on file and is being conformed to the Company's name. Unsatisfied
conditions subsequent block further Advances
|
|
Revenue and Tesla dependence
|
Uncontracted charging sales
exposed to utilization, competition and price; Tesla is the sole network,
billing and O&M provider
|
Norcross payouts are evidenced
monthly and rose from May to August 2026 before easing in September. The
1.20x covenant and the 1.30x distribution lock-up retain cash when volume
falls. The Company receives any Tesla or host termination notice within two Business
Days, and termination or suspension of a material contract is an Event of
Default
|
|
Technical and construction
|
Morrisville and the pipeline
are new builds that depend on utility make-ready work, permitting and
contractor delivery
|
Construction Advances are
released against an approved budget, verified milestones, an in-balance test
and up to 10% holdback. Tesla supplies and commissions the hardware. Each new
build has its own PLA Memo before it joins
|
|
Debt sizing and model
|
The Borrower model predates
the MLA terms; restated on the MLA profile, trailing six-month DSCR falls
below 1.20x during the 2027 ramp-up
|
Norcross cash flow evidenced
by Tesla statements runs well above the model. The covenant excludes hubs
until they have six months of cash flow. The Company may sculpt any Advance
and sizes every Advance at its discretion, and the Sponsor may cure with equity
|
|
Interest rate and inflation
|
Energy cost and rent move
with utility tariffs and inflation, while the coupon is fixed
|
Facility, revenue and costs
are in US dollars. Margin compression shows in CFADS and triggers the
distribution lock-up before the covenant
|
|
Legal, regulatory and tax
|
Document conformity at
closing; repeal of the Section 30C credit and reliance on utility programs
and grants; enforceability of the 50% prepayment premium
|
Conformity items are
conditions precedent. Incentives are neither debt nor CFADS, and incentive
continuity is a covenant. Legal opinions are a condition precedent, and
counsel is to confirm the prepayment premium
|
The
Company knowingly carries the following residual risks: concentration in one
operating hub and one founder until the pipeline converts; reliance on Tesla as
sole network, billing and O&M provider; uncontracted volume and price;
support behind the Borrower limited to the pledged equity and the hub assets,
with no guarantee; and, until the closing deliverables are complete, an Initial
Advance funded before the security is perfected, protected by the Post-Funding
Conditions of Waiver No. 1 and their fixed deadlines.
Legal Summary
Each
of the agreements that comprise the platform has been reviewed by the Manager.
This section comments on the following agreements:
a)
Master Loan Agreement
b)
Holdco Equity Pledge, Sponsor
Recourse and Warrant
c)
Tesla Agreements
Table 11 - Master
Loan Agreement
|
Contract
|
Master Loan Agreement
executed October 15, 2026, dated as of
October 14, 2026; each hub
is added through a Project Loan Agreement
|
|
Parties
|
Energea Portfolio 4 USA LP
(the Company) as lender; ChargedEV Holdings LLC as Borrower; Jeremy Watrous
as Sponsor, solely for the Holdco Equity Pledge, the Warrant and the
provisions that apply to him
|
|
Aggregate Cap
|
USD 10,000,000; a ceiling,
not a commitment, which the Company may raise at its discretion
|
|
Commitment
|
Uncommitted and fully
discretionary; the Company may decline, defer, reduce or condition any
Advance and may terminate the facility at any time by notice
|
|
Interest
|
13.50% a year, fixed,
all-in, in USD; 30/360; payable monthly in arrears on the fifth Business Day;
no fees to the Borrower; default rate plus 3.50%
|
|
Tenor and Amortization
|
Each Advance is interest
only for three months, then fully amortizes in level monthly payments over
seven years; the Company may sculpt the profile to support the DSCR covenant
|
|
Construction Advances
|
Against an approved budget
and draw schedule, an in-balance test and a Technical Certificate for each
milestone; up to 10% holdback until commercial operation
|
|
Prepayment Premium
|
50% of the principal
prepaid; none on casualty, condemnation or insurance proceeds or after an
increased-cost demand
|
|
Borrowing Base
|
No fixed advance rate; each
Advance sized against the Company's valuation of eligible collateral, with
haircuts for partial or assigned revenue interests
|
|
Debt Service Reserve
|
Three months of scheduled
debt service, built from operating cash flow
|
|
Financial Covenant
|
DSCR of at least 1.20x on a
trailing six-month basis, on Qualified Projects, tested on each Payment Date
and quarter-end; Sponsor equity cure at most twice in four quarters and five
times in total
|
|
Distributions
|
Only from excess cash flow,
with trailing six-month DSCR of at least 1.30x (waived until April 14, 2027),
the DSRA full, debt service and reporting current and no Default
|
|
Cash Management
|
Revenue paid by Tesla into
Company-controlled accounts at
Column Bank and Brex
Treasury; fixed waterfall of operating costs, debt service, DSRA, clawback
and then distributions
|
|
Right of First Refusal
|
Over third-party financing
of new US EV charging projects of the Borrower group, excluding the Baltimore
project; ends once cumulative Advances reach USD 10,000,000
|
|
Hard-Locked Terms
|
Definitions, uncommitted character, Aggregate Cap,
Borrowing Base, permitted uses, interest and payments, approval gates, cash
management, Holdco Equity Pledge, Events of Default, security and governing
law; changed only by amendment to the MLA
|
|
Governing Law
|
Delaware law; perfection and
enforcement follow the UCC of another state where mandatory choice-of-law
rules require
|
Table 12 - Holdco
Equity Pledge, Sponsor Recourse and Warrant
|
Pledgor
|
Jeremy Watrous
|
|
Holdco Equity Pledge
|
100% of the Sponsor's equity
in the Borrower; on an Event of Default the Company may exercise all rights
of an equity holder, including removing and replacing the Borrower's managers
|
|
Release
|
Only on payment in full and
termination of the facility; no performance-based or calendar-based release
|
|
Sponsor Recourse
|
Limited to the pledged
equity, except full personal liability for losses from fraud, wilful
misconduct or bad faith, misappropriation or diversion of revenue, a
voluntary or collusive insolvency filing, an unpermitted transfer of the
Borrower's equity and physical waste
|
|
Equity Cure
|
The Sponsor may cure a DSCR
shortfall with cash equity; a right, not an obligation
|
|
Warrant
|
Option over up to 10% of the
Borrower's equity at an aggregate exercise price of 20% of Advances
disbursed, pro-rated for partial exercise; exercisable only after USD
2,000,000 has been disbursed and while obligations are outstanding;
non-dilutive
|
|
Reporting
|
Annual Sponsor confirmation;
no Sponsor financial statements
|
Tesla
agreements. Each project company
holds a supercharger purchase agreement and a longterm services agreement with
Tesla, Inc. covering O&M, network access and billing. Tesla remits charging
revenue monthly, net of its service fee and taxes, into the project company's
Controlled Account. The Company receives notice of any Tesla termination or
non-renewal within two Business Days, and termination or suspension of a
material contract is an Event of Default.
Exhibits
A
consolidated amortization schedule of all PLAs is attached as Annex 1, and a
PLA Memo for each PLA is attached as an exhibit; this memo is updated each time
a PLA is added or a PLA Memo changes:
Annex 1 - Consolidated Amortization Schedule, All PLAs
Exhibit A - PLA Memo, PLA No. 1 (Norcross)
Review
This
memorandum has been reviewed by Energea management, who believe it to be
accurate in all material respects as of the date on the cover.
/s/ Mike Silvestrini
Partner
/s/ Arthur Issa
Financial Analyst
/s/ Dave Rutty
Senior Investment Analyst
/s/ Isabella Mendonça
General Counsel
/s/ Francielle Assis
HR & HSEC Legal Manager
/s/ Julio
Cezar dos Santos de Morais
Electrical Engineer
/s/ Juan Carvajales
Senior Portfolio Manager
Annex 1 - Consolidated Amortization Schedule, All
PLAs
Table
14 combines the scheduled debt service of every outstanding PLA by loan year.
PLA No. 1 (Norcross) is the only PLA and has not yet been funded; the schedule
assumes the full Initial Advance of USD 270,000 is disbursed at once, with
three months of interest only and 84 level monthly payments at 13.50% (30/360).
The schedule of each loan is set out in Annex 1 of its PLA Memo, and this annex
is updated each time a PLA is added or amended.
Table 14 -
Consolidated Scheduled Debt Service by Loan Year (USD)
|
Loan Year
|
PLA No. 1
Debt Service
|
Total
Principal
|
Total
Interest
|
Total
Debt Service
|
Ending Balance
|
|
1
|
53,982
|
18,342
|
35,640
|
53,982
|
251,658
|
|
2
|
59,826
|
27,514
|
32,313
|
59,826
|
224,144
|
|
3
|
59,826
|
31,467
|
28,360
|
59,826
|
192,678
|
|
4
|
59,826
|
35,988
|
23,839
|
59,826
|
156,690
|
|
5
|
59,826
|
41,158
|
18,668
|
59,826
|
115,532
|
|
6
|
59,826
|
47,071
|
12,755
|
59,826
|
68,461
|
|
7
|
59,826
|
53,834
|
5,992
|
59,826
|
14,626
|
|
8 (three months)
|
14,957
|
14,626
|
330
|
14,957
|
0
|
|
Total
|
427,896
|
270,000
|
157,896
|
427,896
|
|
Exhibit
A - PLA No. 1: Norcross
to
the ChargedEV Holdings LLC Borrower Investment Committee Memo
Norcross, Georgia, USA
October
21, 2026
This exhibit forms part of the ChargedEV Holdings LLC
Borrower Investment Committee Memo (the "Borrower Memo") and
should be read with it. The forward-looking statements notice and the defined
terms of the Borrower Memo apply to this exhibit. The Borrower, the Sponsor,
the general terms of the Master Loan Agreement and the platform security are
described in the Borrower Memo and are not repeated here.
Executive Summary
Norcross
("Project") is an operating eight-stall Tesla V4 Supercharger
hub in the parking area of Global Mall, Norcross, Georgia, owned by ChargedEV
Atlanta LLC (the "Project Company"). It was released to the
public by Tesla on April 28, 2026 and has received monthly Tesla payouts since
then. Project Loan Agreement No. 1 ("PLA No. 1"), dated as of
October 14, 2026 and executed October 15, 2026, provides an Initial Advance of
up to USD 270,000 to ChargedEV Holdings LLC against the Project. The Advance
has not yet been funded; it is made once the conditions in the Borrower Memo are
met.
The
Project Company joined the Borrower through an equity rollover for no cash on
September 28, 2026, so the Project's Tesla, installation and hosting agreements
stay in the Project Company's name without assignment. Tesla operates,
maintains and bills for the hub under a long-term service agreement (see Table
A-11), and the site is held under a hosting agreement with up to twenty years
of site control (see Table A-9).
At the
Initial Advance of USD 270,000, the Project's projected cash flow covers debt
service about 2.49 times, against a maximum loan of about USD 540,300 at the
1.30x underwriting test. Tesla's payout statements show sessions and net
revenue rising from May to August 2026 before easing in September (see Table
A-7).
Key Information
Table A-1 - General
Information
|
Project Company
|
ChargedEV Atlanta LLC
(Georgia)
|
|
Project Location
|
Global Mall, 5675 Jimmy
Carter Boulevard, Norcross, Georgia 30071
|
|
Coordinates
|
33.915234, -84.208237
|
|
Technology
|
Tesla Supercharger for
Business, DC fast charging
|
|
System Size
|
8 Tesla V4 Supercharger
posts; 2 Tesla V3.5 power cabinets (about 770 kW)
|
|
Estimated Year 1 Utilization
|
About 20%
|
|
Project Status
|
Operating
|
|
Site Status
|
Hosting agreement (leased)
|
|
Commercial Operation
|
April 28, 2026
|
Table A-2 -
Stakeholders
|
Project Company
|
ChargedEV Atlanta LLC
|
|
Network Operator and O&M
Provider
|
Tesla, Inc.
|
|
Installation Contractor
|
Car Charger Specialists, LLC
|
|
Engineer of Record
|
EDEC, Inc.
|
|
Site Host
|
Kensington Apartments
Limited Partnership
|
|
Utility
|
Georgia Power
|
Table A-3 - Loan
Summary (PLA No. 1)
|
Initial Advance
|
Up to USD 270,000, subject
to the Company's valuation of the Borrowing Base; not yet funded
|
|
Cost Basis
|
Total installed cost of USD
453,269 (equipment and installation)
|
|
Use of Proceeds
|
Closing, legal, diligence
and perfection costs; Company approved capital expenditure at the Project;
and, if the Borrower elects and the Company approves the specific costs in
writing, construction and Tesla hardware for the Morrisville project. No part
of the Advance may reach the Sponsor
|
|
Onboarding
|
Equity rollover of the
Project Company into the Borrower for no cash; no assignment of the Project's
material contracts
|
|
Material Contracts
|
Tesla Sale and Purchase
Agreement; Tesla Long Term Services
Agreement; Car Charger
Specialists installation agreement; Kensington hosting agreement
|
|
Sizing Inputs
|
The Project's own June and
July 2026 utilization and revenue data validate the typical-unit benchmark
|
|
Haircuts and Holdback
|
None; as an operating
project, no construction holdback applies
|
|
Conditions Subsequent
|
Tesla Financing Party
acknowledgment or direct agreement and the host direct agreement, pursued for
90 days after the Advance; further Advances under PLA No. 1 withheld until
met
|
|
Insurance (Schedule D)
|
General liability of USD
1,000,000 per occurrence and USD 3,000,000 aggregate; property at full
replacement cost; business interruption of at least twelve months of
projected revenue; insurers rated at least A-VII
|
|
Sponsor Loans
|
None outstanding; the USD
395,000 of member notes were repaid (USD 10,000) or contributed to capital
(USD 385,000); any future Sponsor loan is subordinated automatically
|
|
Other Terms
|
As set out in the Master
Loan Agreement and summarized in the Borrower Memo
|
Market and Site
Selection
ChargedEV
develops in major metropolitan markets in the Southeast and Mid-Atlantic, at
hightraffic retail sites where EV adoption and fast-charging demand are already
established. It scores candidate sites from A+ to C on observed utilization at
nearby fast chargers, EV registration density, traffic, access, competing
supply, utility tariffs, costs and incentives, and advances only top-rated
sites. Incentives reduce net capital but are not used to justify a site that
does not stand on its own.
Norcross
scored A+. ChargedEV benchmarked nine nearby DC fast-charging locations at
average utilization of about 30.6%, and estimates local EV penetration at about
2.5 times the national average. The site sees about 301,000 vehicles a day on
I-85 and 33,000 on Jimmy Carter
Boulevard.
In May 2026, its first full month, the hub dispensed about 93,421 kWh over
roughly 3,000 sessions and generated USD 41,723 of gross charging revenue, an
annualized rate of about 1.12 million kWh against ChargedEV's year-one
underwriting of about 1.05 million kWh.
The
Project was accepted into Georgia Power's Make Ready program, under which
Georgia Power designs, installs, owns and maintains the electrical
infrastructure up to the charging equipment. Georgia Power invested USD 184,716
in the Project's infrastructure.
Technical Summary
Site and Site
Control
The
hub occupies part of the existing Global Mall parking area near the I-85 and
Jimmy Carter Boulevard interchange in Gwinnett County, within the Atlanta
metropolitan area. Site control is an EV charging hosting agreement with
Kensington Apartments Limited Partnership, an owner of Global Mall, giving
rights to the designated parking spaces, 24-hour access and exclusive rights to
public EV charging at the property, with a ten-year initial term and two
automatic five-year renewals (see Table A-9).
Design
The
hub uses eight Tesla V4 dispensers, each capable of up to 325 kW, powered by
two Tesla V3.5 cabinets of about 385 kW each, with power shared among the
dispensers on each cabinet. It is served by a dedicated 277/480V three-phase
service from a Georgia Power-owned pad-mounted transformer. The design passed
Tesla Engineering's review for Supercharger for Business installations; Tesla
approved the final drawings on January 15, 2026, and Salas O'Brien issued the
stamped set the same day.
The
hub is on the Tesla Supercharger network (TRTID 487103) and is routable for
Tesla and other NACS vehicles. Each dispenser has a contactless card terminal
in addition to the Tesla app and Plug and Charge. A solar-powered,
cellular-connected 4K camera monitors the eight stalls independently of the
charging equipment.
Table A-4 - Major
System Components
|
Component
|
Manufacturer and Model
|
Quantity
|
Energea Notes
|
|
DC Fast Chargers
|
Tesla V4 Supercharger
dispensers (325 kW)
|
8
|
Supplied, commissioned and
serviced by Tesla
|
|
Power Cabinets
|
Tesla V3.5 power cabinets
(385 kW each)
|
2
|
Supplied, commissioned and
serviced by Tesla
|
|
Transformer
|
Georgia Power 750 kVA
pad-mounted, 480/277V
|
1
|
Owned and maintained by
Georgia Power
|
|
CCTV
|
Eufy 4G LTE Cam
S330
|
1
|
Solar-powered 4K camera with
local recording and alerts
|
Energy Consumption
Consumption
is driven by daily sessions and energy per session. The model assumes about
31.7 kWh a session and about 90.7 sessions a day in 2027, the first full
calendar year, or about 1.12 million kWh, with growth capped by a maximum of
120 sessions a day. Table A-5 shows the first modeled operating year.
Table A-5 - Energy
Consumption Forecast (April 2026 to March 2027)
|
Month
|
Daily
Sessions
|
kWh per
Session
|
kWh
|
|
April 2026
|
73
|
31.2
|
73,256
|
|
May 2026
|
84
|
31.2
|
86,559
|
|
June 2026
|
77
|
31.2
|
77,082
|
|
July 2026
|
80
|
31.3
|
83,080
|
|
August 2026
|
85
|
31.3
|
88,219
|
|
September 2026
|
80
|
31.3
|
80,171
|
|
October 2026
|
85
|
31.3
|
88,238
|
|
November 2026
|
87
|
31.4
|
87,581
|
|
December 2026
|
95
|
31.4
|
98,912
|
|
January 2027
|
95
|
31.4
|
98,874
|
|
February 2027
|
82
|
31.4
|
76,933
|
|
March 2027
|
87
|
31.5
|
90,585
|
|
Total
|
|
|
1,029,490
|
Interconnection
Georgia
Power serves the hub through a dedicated 277/480V service with a utility-owned
transformer, metering, disconnects and conduit. The Project was accepted into
the Make Ready program in December 2025, and Georgia Power confirmed completion
of its infrastructure on March 25, 2026. Tesla then commissioned the equipment
and declared the hub Open to the Public on April 28, 2026, adding it to Tesla's
in-car route planner and third-party maps.
Installation
EDEC,
Inc. is the Engineer of Record and Car Charger Specialists, LLC installed the
posts, cabinets, conduit and wiring, civil works, striping and signage under a
contract of USD 128,269, with the Tesla equipment bought separately under the
Tesla Sale and Purchase Agreement (see Table A-10). During commissioning, Tesla
found and corrected an issue on one dispenser before releasing the site. The
installer has confirmed payment in full and waived its lien rights.
Permitting
The
City of Norcross issued permit TRD2026-009 on January 26, 2026 for the eight
posts, two cabinets and the Georgia Power-supplied service equipment, with
planning, building, fire and electrical reviews approved and fees paid. No
permitting requirement is outstanding.
Table A-6 - Permits
|
Permit
|
Description
|
Status
|
|
Building Permit TRD2026009
|
Planning, building, fire and
electrical reviews
|
Approved
|
Operations and
Maintenance
Tesla
provides O&M under the Long Term Services Agreement: annual preventive
maintenance of the cabinets and posts, connectivity, monitoring, remedial
repair of qualifying equipment defects, billing, payment processing and driver
support (see Table A-11). The Project Company is responsible for damage outside
that scope, such as vandalism or collisions, and for general site upkeep,
including landscaping, trash and snow removal, repaving and restriping.
Health, Safety,
Environmental and Community ("HSEC")
No
material HSEC concerns or incidents have been identified. The site is a busy,
well-lit retail center with a police station directly across the street, camera
coverage and 24-hour Tesla monitoring, and no theft, vandalism or occupational
accident has been reported. The area is exposed to severe thunderstorms,
tornadoes, flooding, tropical-storm remnants and winter ice, with no impact on
the Project to date.
Insurance
The
Project is insured through Selective Insurance Company of the Southeast from
January 26, 2026 to January 26, 2027, with general liability of USD 1,000,000
per occurrence and USD 3,000,000 aggregate, USD 3,000,000 products and
completed operations, and USD 400,000 of business interruption. Property cover
protects the equipment against risks outside Tesla's service agreement.
Certificates naming the Company as loss payee and additional insured were
delivered on October 15, 2026, and under Waiver No. 1 the endorsements are due
within ten Business Days of funding. The business interruption limit of USD
400,000 is below the twelve months of projected Charging Revenue that Schedule
D requires (about USD 479,465 net for the first twelve debt-service months);
the Sponsor has asked his broker to raise it and has requested 30 Business Days
to do so.
Financial Summary
Revenue and
Operating Performance
The
model reflects actual operations to date. For the first twelve debt-service
months, October 2026 to September 2027, it projects 1,087,406 kWh, USD 538,182
of gross charging revenue and USD 479,465 net. For 2027 it forecasts about
1,120 MWh and USD 550,000 of gross revenue, rising to about 1,240 MWh and USD
624,000 in 2028 and 1,360 MWh and USD 698,000 in 2029.
Table A-7 - Tesla
Payouts, 2026
|
Month
|
Sessions
|
Net
Revenue (USD)
|
|
April
|
131
|
865
|
|
May
|
3,002
|
29,646
|
|
June
|
2,850
|
31,813
|
|
July
|
3,118
|
34,443
|
|
August
|
3,443
|
39,599
|
|
September
|
3,209
|
37,780
|
|
May-September average
|
|
34,656
|
Net
revenue is Tesla's monthly remittance to the Project Company after its service
fee, taxes, chargebacks and refunds, before pending payments. April is a
partial month after the hub opened.
Debt Service
Coverage
On the
Project's projected cash flow and a minimum 1.30x DSCR, the Project supports a
maximum loan of about USD 540,300. The Initial Advance of USD 270,000 is half
of that and gives a projected DSCR of about 2.49x. The schedule of the Advance
is set out in Annex 1.
Operating Expenses
("OPEX")
Table A-8 -
Operating Expense Inputs
|
Description
|
Cost (USD)
|
Escalation
|
|
Energy
|
0.12892 / kWh
|
2.5%
|
|
Customer Fixed Charge
|
152 / month
|
2.5%
|
|
Demand Charge (on total
cabinet capacity)
|
5.25 / kW / month
|
2.5%
|
|
Site Rent
|
Fixed monthly rent, one
stepup in year six
|
-
|
|
Tesla Service Fee
|
0.10 / kWh
|
3.0%
|
|
Management Fee
|
4,000 / month
|
2.0%
|
The
model's management fee of USD 4,000 a month equals the MLA cap for an
eight-stall site (USD 3,000 per site plus USD 250 for each of the four stalls
above four), and is paid only after debt service and the reserve.
Taxes
The
model applies federal and Georgia income tax of 21.0% and 5.19% at the Project
level, with half-year depreciation. The Project Company is a pass-through
entity, so these taxes fall on its owner; deducting them at the Project level
makes the coverage analysis conservative.
Legal Summary
Each
of the contracts that comprise the Project has been reviewed by the Manager.
This section comments on the following contracts:
a)
Project Company Operating
Agreement
b)
Hosting Agreement
c)
Tesla Sale and Purchase Agreement
d)
Tesla Long Term Services Agreement
Table A-9 - Hosting
Agreement
|
Contract
|
EV Charging Hosting
Agreement, December 2, 2025
|
|
Parties
|
Kensington Apartments
Limited Partnership (host); ChargedEV Atlanta LLC (operator)
|
|
Rights
|
Designated parking areas for
up to eight Supercharger dispensers and equipment; 24-hour access; exclusive
public EV charging at the property; the Project Company owns the equipment
|
|
Term
|
Ten years, renewing
automatically for two five-year periods unless the host gives 180 days'
notice; up to twenty years of site control
|
|
Rent
|
Fixed monthly rent with one
step-up in year six; market rent in renewals, subject to a cap
|
|
Assignment
|
Requires the host's prior
written consent
|
|
Termination
|
A 90-day convenience
termination right that cannot be exercised during the first ten years
|
|
Company Protections
|
Host direct agreement,
consent or estoppel is a condition subsequent; onboarding by equity rollover
avoids an assignment
|
|
Governing Law
|
Georgia
|
Table A-10 - Tesla
Sale and Purchase Agreement
|
Contract
|
Tesla Supercharger Sale and
Purchase Agreement (US), December 4, 2025
|
|
Parties
|
Tesla, Inc. (seller);
ChargedEV Atlanta LLC (buyer)
|
|
Equipment
|
8 Tesla V4 Supercharger
posts, 2 V3.5 cabinets and 1 system controller
|
Table A-11 - Tesla
Long Term Services Agreement
|
Contract
|
Tesla Supercharger Long Term
Services Agreement (USA), December 4, 2025
|
|
Parties
|
Tesla, Inc. (service
provider); ChargedEV Atlanta LLC
|
|
Services
|
Preventive maintenance,
remedial repair of qualifying failures, monitoring, connectivity, billing and
payment processing
|
The
Project Company's amended and restated operating agreement of July 6, 2026
names the Sponsor as sole member and manager, authorizes the Tesla agreements
and senior financing, and contemplates the contribution of the Project Company
to the Borrower and the pledge of its equity.
Table A-12 -
Documentation Checklist
|
Area
|
Documents
|
Status
|
|
Project Company
|
Formation documents; tax registration; operating
agreement
|
Confirmed
|
|
Site
|
Site photos; hosting agreement; site plan and layout
|
Confirmed
|
|
Design
|
Technical summary; utilization forecast; Tesla
engineering review
|
Confirmed
|
|
Interconnection
|
Make Ready application and approval; permission to
operate
|
Confirmed
|
|
Permits
|
Electrical, civil, fire and planning and zoning
approvals
|
Confirmed
|
|
Installation
|
As-built drawings; Tesla Sale and Purchase
Agreement; installation agreement; Tesla commissioning
|
Confirmed
|
|
O&M
|
Tesla Long Term Services Agreement; Tesla payout
reports; utility bills; insurance certificate
|
Confirmed
|
|
Investment
|
Project model
|
Confirmed
|
Approval
The
Investment Committee members have performed the necessary review of the Project
and hereby approve PLA No. 1 for the Norcross Project.
/s/ Mike Silvestrini
Partner
/s/ Arthur Issa
Financial Analyst
/s/ Dave Rutty
Senior Investment Analyst
/s/ Isabella Mendonça
General Counsel
/s/ Francielle Assis
HR & HSEC Legal Manager
/s/ Julio
Cezar dos Santos de Morais
Electrical Engineer
/s/ Juan Carvajales
Senior Portfolio Manager
Annex 1 - Amortization Schedule
The
Initial Advance is interest only for three months from disbursement and then
amortizes in 84 level monthly payments at the fixed Interest Rate of 13.50% a
year (30/360): interest of USD 3,038 a month during the interest-only period
and level payments of USD 4,986 a month thereafter. Table
A-13
summarizes the schedule by loan year, assuming the full Initial Advance is
disbursed at once.
Table A-13 -
Scheduled Debt Service by Loan Year (USD)
|
Loan Year
|
Principal
|
Interest
|
Total
Debt Service
|
Ending
Balance
|
|
1
|
18,342
|
35,640
|
53,982
|
251,658
|
|
2
|
27,514
|
32,313
|
59,826
|
224,144
|
|
3
|
31,467
|
28,360
|
59,826
|
192,678
|
|
4
|
35,988
|
23,839
|
59,826
|
156,690
|
|
5
|
41,158
|
18,668
|
59,826
|
115,532
|
|
6
|
47,071
|
12,755
|
59,826
|
68,461
|
|
7
|
53,834
|
5,992
|
59,826
|
14,626
|
|
8 (three months)
|
14,626
|
330
|
14,957
|
0
|
|
Total
|
270,000
|
157,896
|
427,896
|
|
Signatures
Pursuant to the requirements of Regulation
A, the issuer has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Energea Portfolio 4 USA LP
By: Energea Global LLC
By /s/ MICHAEL SILVESTRINI
Name: Michael Silvestrini
Title: Co-Founder and Managing Partner
This document has been signed by the
following person in the capacities and on the date indicated.
By /s/ MICHAEL SILVESTRINI
Name: Mike Silvestrini
Title: Co-Founder and Managing Partner of
Energea Global LLC (Principal Executive Officer, Principal Financial Officer
and Principal Accounting Officer)
Date: October 28, 2026