Energea Review 2026: Is It Legit? Brazil Solar SEC Filings

Which Energea is this? Four funds, four filers

Energea is the brand of Energea Global LLC, which is the general partner of four solar funds, each a separate Delaware limited partnership that files its own Regulation A reports. The offering circular lists them and the money each had raised at December 31, 2025:

Source: Energea Portfolio 2 LP offering circular dated July 29, 2026 (Post-Qualification Amendment No. 7, accession 0001811470-26-000017), “Other Solar Energy Funds.” Do not add these funds together: each has its own investors, assets, debt and financial statements.

Portfolio 2 is the oldest and the only one invested in Brazil. Its offering statement was qualified on June 6, 2024 and most recently amended on March 26, 2026; the current circular is dated July 29, 2026. It files on time: the annual Form 1-K for 2025 went in on April 30, 2026 and the six-month Form 1-SA on September 28, 2026, the last day of each window (our reading of the filing dates). EDGAR shows nothing newer than the October 13, 2026 filings as of October 21, 2026.

What you buy and what it costs

You buy Class A Investor Shares, which are limited partnership interests in the fund, not shares of Energea Global. The terms in the July 29, 2026 circular:

Source: offering circular dated July 29, 2026 (0001811470-26-000017) and Form 1-SA for the six months ended June 30, 2026 (0001811470-26-000018).

Worked example (our arithmetic). $10,000 buys 9,345 shares at $1.07. If you asked to redeem after one year and the share price were unchanged, the circular's 95% rule gives $1.0165 a share, rounded down to $1.01, or about $9,438 for the 9,345 shares: roughly 94.4% of what you paid, before any distributions you received. The same request after three years pays 100% of the then share price. The price is set by the general partner and can move.

Fees

Source: offering circular dated July 29, 2026, “Compensation of General Partner” and “Fees Paid to General Partner” as of December 31, 2025; Form 1-SA, Note 6.

Two readings of those figures are our arithmetic. The 2025 fees equal 58.4% of the fund's 2025 revenue of $1,567,914, though the $240,398.57 origination fee was capitalized into project cost and not expensed. And the H1 2026 management fee of $290,062 equals 32.7% of H1 revenue of $886,882. The circular adds that “Some Fees may be deferred indefinitely at the discretion of the General Partner,” and that the general partner “has provided services without charging the full amount owed,” so the fee drag could rise as cash flow stabilizes.

The October 13, 2026 filings: five Brazilian plants

On September 1, 2026 the fund bought, from Victory Hill Holdings Brasil S.A., 100% of six Brazilian companies: five operating plants and one under construction (Paraíba do Sul). The Form 1-SA gives the aggregate price as R$38.0 million, R$35.0 million at closing and R$3.0 million on the first anniversary, plus contingent payments based on twelve months of revenue from the five operating plants. On October 13, 2026 the fund filed a Form 1-U investment memo for each of the five operating plants:

Source: Forms 1-U filed October 13, 2026: Itaguaí I 0002035316-26-000002, Itaguaí II 0002035316-26-000007, Itaguaí III 0002035316-26-000008, Nova Friburgo I 0002035316-26-000009, Vassouras I 0002035316-26-000010. The five total $7,717,602.24 and a dollar-weighted projected IRR of 16.9% (our arithmetic).

These IRRs are projections. Each memo describes the “nominal after-tax IRR of” the plant's “sponsor equity investors,” built on “the August 28, 2026 IC Memo version of the Project financial model.” The memos do not say whether the figure is before or after the fund's own fees (the 1.5% management fee and the carried interest above), and they are not what a Class A shareholder will earn. The circular itself describes the Company's overall returns as having “held firmly within our targeted range of 14-16% after fees paid to the General Partner,” which is the manager's claim and not an audited figure.

What else the five memos and the supplement show:

• One lessee behind three plants. Itaguaí III, Nova Friburgo I and Vassouras I all list Consórcio II de Geração Compartilhada de Energia Elétrica Energea as lessee or offtaker (the Itaguaí III and Vassouras I memos give the same tax number). They total $6,162,940 of the $7,717,602 of financing, or 79.9% (our arithmetic). The memos say the consortium allocates the plant's power to many small low-voltage customers, and that “Energea retains ownership and operational control of the Project while leasing the generating equipment to the Consortium.” The Form 1-SA says a related party affiliated with the general partner manages that consortium under a 20-year credit management agreement. The Vassouras memo adds that the O&M fee equals the consortium's residual net revenue after rent, so customer defaults and the plant's grid charges come out of the owner's variable income: “The fee is therefore the consortium's entire residual net revenue from the project.”
• Two plants rest on single customers with exit clauses. Itaguaí I's agreements “seek to provide at least 5% savings relative to the Utility tariff,” and if the savings cannot be kept and the parties cannot agree within 30 days, either side “may terminate without a penalty.” Itaguaí II's contracts run 120 months from the start of credit compensation with no renewal mechanism, require a 30% economic benefit against the utility tariff, and let the shopping complex revise or end the arrangement without cost if annual generation falls below 90% of the contracted value.
• Nova Friburgo I describes two different counterparties. The revenue section says a 20-year agreement with the consortium at R$58,293 a month; the legal summary lists a 15-year sublease and rental with Águas de Nova Friburgo Ltda. at R$50,000 a month, fixed regardless of generation. The memo does not reconcile them.
• Site risks are written down. The Itaguaí memo says “organized crime and militia activity represent a relevant local risk,” records a wildfire in June 2024 that caused “material damage but no injuries,” and notes a July 2024 incident report of alleged militia-related threats against service providers and staff. The original builder of the three Itaguaí plants, Alexandria Indústria de Geradores S.A., is also the contractor Portfolio 2 sued in March 2023 over liquidated damages on other plants; the circular says that contractor filed for bankruptcy protection and the case “may take several years.”
• A developer fee in every memo. The five memos list developer fees totaling $363,480.86, 4.7% of the financing (our arithmetic). The circular lets the general partner charge origination fees of up to 5.0% of project cost; the memos do not say who receives the developer fee.
• Seller relationship not stated. The documents we read do not say whether Victory Hill Holdings Brasil S.A. is related to the general partner, although the acquired companies carry the Energea name. The five memos give purchase prices of R$34,660,878.06 in total (our sum), leaving about R$3.34 million of the R$38.0 million for Paraíba do Sul and adjustments.
• Not all the money is accounted for yet. The supplement shows $6,730,267.59 invested in the five plants at September 30, 2026, against $7,717,602.24 in the memos (our arithmetic: a $987,334.65 gap the filings do not explain). Paraíba do Sul, 2.5 MW, shows $65,848.92 invested and no memo yet; the 1-SA says the fund “intends to file the finalized Memos.”

The 18 projects the fund owns

The Form 253G2 supplement of October 13, 2026 replaces the “Description of Property” table. It lists 31 rows and 30 distinct projects acquired since 2019 ($30,999,316 invested, including sold and discontinued ones), and these 18 owned at September 30, 2026:

Source: Form 253G2 supplement no. 1 dated October 13, 2026 (0002035316-26-000012); Form 1-SA (0001811470-26-000018) for the sale, “not pursued” and construction notes; Form 1-U of July 17, 2026 (0001811470-26-000012) for Micros III; offering circular (0001811470-26-000017) for the deferred Araxá plants and the collateral. The 18 rows total $30,520,165; their sizes add to 34.5 MW (our sums). Amounts are before depreciation and in dollars.

The five new plants are 22.1% of the dollars invested (our arithmetic). Behind the list, the Form 1-SA records that the fund had sold 10 projects by June 30, 2026 for $1,234,525 net of taxes in total, and had stopped three others (Aparecida do Taboado II, Diamantina II and Formiga I) after they “lost eligibility for GD1 classification,” recognizing a $507,487 investment loss. The report ties those write-offs to “changes in regulatory and economic conditions in Brazil.” The same report notes that Brazilian real estate investment funds “have arrived as the main competitor for the Company as both are pursuing the same project inventory.”

What the fund earned and paid

Source: Form 1-SA for the six months ended June 30, 2026 (0001811470-26-000018), statements of operations, cash flows and changes in partners' equity; fiscal 2025 and 2024 figures from the “Operating Results” section of the offering circular (0001811470-26-000017). The December 31, 2025 balance sheet in the 1-SA is audited; the six-month figures are not.

Four things stand out, all from those statements:

1. The distribution is not an earnings distribution. The 1-SA books all of it as “non-dividend distributions,” says that distributions made without current or accumulated profit are treated as a return of capital for U.S. federal income tax purposes, and states that since inception “the Company has distributed $5,236,733 to investors as non-dividend returns of capital.” That is 11.8% of the $44,376,238 raised in gross proceeds (our arithmetic).
2. Payouts exceeded revenue. $1,371,260 paid against $886,882 of revenue is 155% (our arithmetic). The six-month cash flow shows what funded it: operations used $1,070,387, investors added $7,596,400 and distributions took $1,371,260.
3. The net profit is not from the plants. Adding revenue less project and portfolio expenses gives the $338,631 operating loss. Without the $752,419 of bond accretion and the $563,852 currency gain, the six months would show a loss of $748,693 (our arithmetic, ignoring tax effects). Of the $563,852 currency gain, $551,476 is remeasurement of reais-denominated bonds (cash-flow statement), so its sign depends on the real-dollar rate.
4. Yield on the share price. Twice the H1 Class A distribution, divided by the average of the opening and closing Class A share counts (39,526,938 and 46,792,752), is $0.0635 a share a year, or 5.9% of the $1.07 price (our arithmetic, an approximation because the share count rose during the period).

The balance sheet at June 30, 2026 shows $2,222,729 of cash and $14,363,811 of Brazilian government bonds (our sum: $16,586,540), $4,318,379 of borrowings under the Lattice facility (a $878,000 line of credit at 15% and $3,440,379 of term loans at 13%, our sum) and $3,678,569 of costs still to complete projects under construction. The circular says each project sits in a separate Brazilian limited company whose liabilities are distinct from the others'; the contracts are in reais, and it warns that currency swings “could impact the Company's returns.” The circular also notes that the United States has no tax treaty with Brazil. The filings we read do not say how the R$35.0 million closing payment on September 1, 2026 was funded.

The compliance flag: up to $10.5 million of earlier sales

The first Regulation A offering sold 14,241,631 Class A shares and raised approximately $11,923,000 through December 26, 2023. The current circular says that “we may not have been eligible for an exemption from registration under the Securities Act for certain sales,” because the fund did not file a post-qualification amendment with updated financials at least annually (Rules 251(d)(3)(i)(F) and 252(f)(2)(i)) and because of the at-the-market prohibition in Rule 251(d)(3)(ii). It adds that, unless another exemption applies, the fund “may be subject to claims for recission or damages for sales of up to $10,531,901.20” made after the first anniversary of qualification. That is 88.3% of the capital raised in that offering (our arithmetic).

The SEC staff pressed for this disclosure: a comment letter dated January 30, 2024 asked the fund to remove mitigating language from the risk factor and to quantify the securities sold after the one-year anniversary. A second risk factor says that if the general partner “is found to have operated as a ‘broker-dealer’ without being properly registered,” shares sold may be subject to a right of rescission. The filings do not report any claim or rescission payment to date. They also show the issuer filed its recent periodic reports on the due dates. We treat this as a disclosed legal exposure, not a finding of wrongdoing.

Conflicts of interest and liquidity

Related parties. The fund has no employees; the general partner runs it and is paid by it. In H1 2026 a general-partner affiliate charged $45,167 of the $162,431 of O&M expense and $37,498 of credit-management fees, and the fund reimbursed $232,720 of marketing costs to the general partner. The circular states that any related-party compensation shall be fair to the Company and consistent with what an unrelated party would be paid, and that the general partner concluded Brazilian third-party options were not cost-effective. The general partner and its affiliates held 232,613 Class A shares (0.59%) at December 31, 2025.

Getting out. The cover of the circular says “There is currently no established secondary market for the Class A Investor Shares.” The redemption plan is the only route, and it is discretionary:

Source: offering circular dated July 29, 2026, “Redemption Plan” (0001811470-26-000017). The filings we read do not report how many requests were made or honored.

What a reader can do with this

• Check which fund you are looking at. The Energea platform sells shares in four funds. Everything on this page is Portfolio 2, the Brazil fund; the others have their own filings.
• Read the Form 1-U for each plant, not the headline IRR. The projections depend on tariffs, customer retention, the real-to-dollar rate and the plants' output. The memos give each plant's contract terms, rent per month, term and exit clauses.
• Compare the payout with the cash flow. Ask whether the monthly distribution is covered by plant revenue after expenses, or by new investor money and bond income, as the H1 2026 statements indicate. A non-dividend distribution is not taxed when paid but lowers your basis; our explainer on non-dividend distributions and return of capital shows how that works (this fund's Form 1-SA says it reports them on Form 1099-B).
• Price the exit before you enter. With a 5% discount in the first three years, a quarterly cap and full discretion, plan to hold. Our real estate crowdfunding liquidity guide compares how other Regulation A platforms handle it, and our Ark7 review shows the same pattern of loss-making issuers with no market. For a platform that froze completely, read our Landa review.
• Size the position. For non-accredited buyers the circular cites the Regulation A limit of 10% of the greater of annual income or net worth (Rule 251(d)(2)(i)(C)). Our guide to platforms open to non-accredited investors and the Regulation A offerings tracker put Energea beside the real estate issuers.
• Watch the next filings. New memos for Paraíba do Sul, any change to the $1.07 price, and the Form 1-K for 2026 (due April 30, 2027) and the next Form 1-SA (due September 28, 2027) are where this picture will update. Another renewable-energy vehicle in transition, a non-traded one, is covered in our Greenbacker merger vote page.

FAQ

Sources: Energea Portfolio 2 LP (CIK 1811470) on SEC EDGAR: Form 1-SA for the six months ended June 30, 2026, filed September 28, 2026 (0001811470-26-000018); offering circular dated July 29, 2026, Post-Qualification Amendment No. 7, filed September 11, 2026 (0001811470-26-000017); Forms 1-U filed October 13, 2026 for Itaguaí I (0002035316-26-000002), Itaguaí II (0002035316-26-000007), Itaguaí III (0002035316-26-000008), Nova Friburgo I (0002035316-26-000009) and Vassouras I (0002035316-26-000010); Form 253G2 supplement no. 1 dated October 13, 2026 (0002035316-26-000012); Form 1-K cover for 2025 (0001811470-26-000009); SEC staff comment letter dated January 30, 2024 (0000000000-24-001187); and the EDGAR filing index for the CIK read on October 21, 2026. Sums, percentages, the dollar-weighted IRR, the per-share yield and the redemption example are our arithmetic. Projected IRRs, paybacks and production are the fund's projections, not results. This is analysis of public documents, not investment, legal or tax advice.