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November 21, 2023
Michael Silvestrini
Managing Partner
Energea Portfolio 2 LLC
52 Main Street
Chester, CT 06412
Re:Energea Portfolio 2 LLC
Offering Statement on Form 1-A
Filed October 27, 2023
File No. 024-12347
Dear Michael Silvestrini:
            We have reviewed your offering statement and have the following comments.
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response. After
reviewing any amendment to your offering statement and the information you provide in
response to this letter, we may have additional comments.
Offering Statement on Form 1-A
Executive Summary, page 1
1.We note your disclosure that you estimate that an Investor who purchases $10,000 of
Class A Investor Shares will keep approximately 11 metric tons of carbon dioxide out of
the atmosphere each year. Please provide us with your support or disclose the basis for
this claim.
Offering Circular, page 1
2.We note your disclosure that through October 19, 2023 your ongoing offering has sold
13,500,661 Class A Investor Shares and raised approximately $11,265,403 in capital. We
also note that your initial Form 1-A was qualified on August 13, 2020, but you have not
filed a post-qualification amendment (“PQA”) at least every 12 months after the initial
offering statement qualification date. Securities Act Rule 252(f)(2)(i) requires issuers to
file such PQAs to include the required updated audited financial statements and disclosure
at least every 12 months. Offers and sales cannot be made using a Form 1-A that does not
included updated financial statements. As a result of this lapse in your offering, it appears

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 Comapany NameEnergea Portfolio 2 LLC
 November 21, 2023 Page 2
 FirstName LastNameMichael Silvestrini
Energea Portfolio 2 LLC
November 21, 2023
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that the previously qualified Regulation A offering has been terminated. Please tell us
whether offers and sales were made after August 13, 2021 and, if so, provide your detailed
analysis as to how any such sales complied with Regulation A and were consistent with
the requirements of Section 5 of the Securities Act of 1933.  We are providing you with
comments to this new Form 1-A in this letter and expect you to reply to each comment in
your letter of response and with proposed revisions. However, to be clear, you must
suspend all sales in reliance on Regulation A until such time as this new Form 1-A has
been filed and qualified by the staff.
3.Please revise to reconcile and clarify the amount of securities covered by this offering
statement pursuant to Regulation A, which does not permit use of a single offering
statement to newly offer $75 million of additional securities each year. In this regard, we
note your cover page disclosure that you are offering up to $50.0 million in limited
liability company interests designated as "Class A Investor Shares" available to be offered
as of the date of this offering circular out of the rolling 12-month maximum offering
amount of $75.0 million, pursuant to the continuing Regulation A offering that was
initially qualified on August 13, 2020. We further note on page 41 that you are offering up
to $75,000,000 of Class A Investor Shares, and disclosure on page 5 that if you raise the
maximum offering amount, you might decide to raise more, in a subsequent rolling 12-
month period, or pursuant to a private placement or other offering.
Risk Factors, page 2
4.We note your disclosure on page 32 that whether to distribute operating cash flow or
capital proceeds, and how much to distribute, is in the sole discretion of the Manager, no
returns are guaranteed, and investors will receive distributions only if the Company
generates distributable cash flow from the Projects. Please add risk-factor disclosure
relating to the payment of distributions to investors.
5.We note your disclosure on page 45 regarding the Manager's drag-along right pursuant to
which investors will be required to sell their Class A Investor Shares as directed by the
Manager, receiving the same amount they would have received had the transaction been
structured as a sale of assets. Please add risk factor disclosure relating to this drag-along
right.
Plan of Distribution and Selling Securityholders, page 9
6.Please revise to describe any arrangements for the return of funds to subscribers if all of
the securities to be offered are not sold. If there are no such arrangements, so state. Refer
to Item 5(e) of Part II of Form 1-A.
Use of Proceeds, page 10
7.Please provide all disclosure required by Item 6 of Part II of Form 1-A with respect to the
use of proceeds. For example, please state the principal purposes for which the net
proceeds are intended to be used and the approximate amount intended to be used for each

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 November 21, 2023 Page 3
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Energea Portfolio 2 LLC
November 21, 2023
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such purposes. In that regard, we note your disclosure in the narrative regarding the use of
proceeds for Projects. However, the amount intended to be used for any disclosed projects
is not described. Also, describe any anticipated material changes in the use of proceeds if
all of the securities being qualified in the offering statement are not sold.
Investment Strategy, page 13
8.We note your disclosure on page 12 that as a result of trends relating to the cost of
electricity in Brazil, your Projects typically offer residential and business Subscribers
savings between 15-25% on their electricity bills. Please explain to us how you
determined these typical savings.
Investment Committee, page 15
9.We note your disclosure on page 14 that as of the date of this offering circular, the
Investment Committee consists of the Managing Partners, General Counsel, a Financial
Analyst and the Director of Construction. Please revise your disclosure to identify the
members of the Investment Committee by name.
Description of Business
Our Operating Costs and Expenses, page 16
10.In the last sentence, total operating expenses for 2022 are $214,961. However, the total of
the Portfolio operating expenses of $97,869 and Project operating expenses of $135,473
equals $233,342 for 2022, per the financial statements. Please revise.
Description of Property, page 25
11.The following address the Projects Acquired, Projects Sold and Projects Owned tables on
pages 25 and 26:

•Consider listing the projects by acquisition/sold date in the tables, rather than
randomly;
•Provide a footnote for the asterisk next to Amount Invested in the Projects Acquired
table;
•Explain to us the difference between the Amount Invested for each project in the
Projects Acquired table from the Amount Invested for each project in the Projects
Owned table. We note that the Amount Invested for each project in the Projects
Acquired table agrees to the Est. Projected Cost for each project in the Projects
owned table;
•Explain to us what Est. Projected Cost represents;
•Explain to us why the Sales Price is net of taxes in the Projects Sold table; and
•Explain to us why the Amount Invested in the Projects Owned table does not agree to
the Total Property and Equipment in the Balance Sheet. Explain to us what Amount
Invested represents in this table.

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 November 21, 2023 Page 4
 FirstName LastNameMichael Silvestrini
Energea Portfolio 2 LLC
November 21, 2023
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Management's Discussion and Analysis of Financial Condition and Result of Operation
Distributions, page 29
12.Please revise to include distributions for fiscal year 2021, as financial statements are
presented for this period. Additionally, consider providing subtotals for the periods
represented by the financial statements.
Past Operating Results, page 32
13.Please expand operating results for the periods presented to provide information regarding
significant factors, including unusual or infrequent events or transactions or new
developments, materially affecting your income from operations, and, in each case,
indicating the extent to which income was so affected. Describe any other significant
component of revenue or expenses necessary to understand your results of operations. To
the extent that the financial statements disclose material changes in net sales or revenues,
provide a narrative discussion of the extent to which such changes are attributable to
changes in prices or to changes in the volume or amount of products or services being sold
or to the introduction of new products or services. Refer to requirements in Item 9(a) of
Form 1-A.
Business Experience, page 34
14.Please revise to disclose the business experience during the past five years of each
director, executive officer, person nominated or chosen to become a director or executive
officer, and each significant employee, including his or her principal occupations and
employment during that period and the name and principal business of any corporation or
other organization in which such occupations and employment were carried on. Refer to
Item 10(c) of Part II of Form 1-A.
Price of Class A Investor Shares, page 41
15.In the Form 1-A qualified on August 13, 2020, you stated that the initial price of the Class
A Investor Shares "will be $1.00 per share." In this new Form 1-A filing, , you describe a
pricing formula by which your shares will be priced and offered, while your cover page
states that the "current price of the Class A Investor Shares is $.88 per Class A Investor
Share" and page 41 discloses "[t]he current price of the Class A Investor Shares is $0.89
per Class A Investor Share." Your pricing disclosure is inconsistent. In addition, , the
frequency of your pricing changes for the offering are inconsistent with Regulation A,
which does not provide for at the market offerings.

Please revise to provide consistent disclosure regarding the fixed price at which the shares
are being offered with this filing. Eliminate the suggestion that the shares are being
offered at variable prices, and if you provide historical prices at which they were offered
and sold in the past, ensure that the disclosure is unambiguous in that regard. Note that the

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November 21, 2023
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at-the-market limitation contained in Securities Act Rule 251(d)(3)(ii) prohibits market-
based formula pricing.  See, e.g., Securities Act Sections C&DI No. 139.13.
Additional Information, page 50
16.We note you incorporate by reference your Annual Report for the fiscal year ended
December 31, 2022 on Form 1-K and your Semi-Annual Report for the semi-annual
period ended June 30, 2023 on Form 1-SA in this filing. As you have not filed a post-
qualification amendment at least every 12 months after the initial offering statement
qualification date, incorporating financial statements by reference to a former Form 1-A
which is considered terminated may not be appropriate. Please include financial
statements required by paragraph (c) of Part F/S of Form 1-A, which refers to paragraphs
(b)(3)-(4) of Part F/S and identifies the fiscal years and interim periods required at the
filing date. See also the requirements for interim financial statements set forth in
paragraph (b)(5) of Part F/S.
Financial Statements, page 51
17.The following relate to the financial statements and notes of the company filed in the
Form 1-K for the fiscal year ended December 31, 2022 incorporated by reference:

•Explain to us why Depreciation is excluded from Projects operating expenses;
•Explain why there is a Gain on sale of projects of $56,172 in 2021, when there were
no projects sold in 2021 per the Projects Sold table on page 26 of the Form 1-A;
•Explain why there is no Gain on sale of projects in 2022, when there appears to be an
approximate gain of $41,532 in 2022 per the Projects Acquired and Projects Sold
tables on pages 25 and 26 of Form 1-A;
•In regards to the discussion of Revenue recognition in Note 1, address the revenue the
SPE receives from the consortium/cooperative in regards to the operations and
maintenance contract discussed on pages 20 and 22 of Form 1-A;
•Note 4 details numerous construction management agreements with the Manager.
Consider discussing these agreements in the Summary of Supporting Contracts on
page 20 of the Form 1-A;
•We note that projects can be found by a related party, Energea Brazil, and that the
SPE has subcontract agreements with a company related through common ownership
to perform the Project Maintenance Contracts. Provide disclosures in Note 4; and
•Provide a note for Property, Plant and Equipment that details a rollfoward, including
accumulated depreciation.
18.The following relate to the financial statements and notes included in the Form 1-SA for
the semi-annual period ended June 30, 2023 incorporated by reference:

•We note that accumulated depreciation at June 30, 2023 was $81,003 versus $34,700
at December 31, 2022, indicating depreciation expense of $46,303. However,
depreciation expense is noted to be $38,413 in the six month period ended June 30,

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Energea Portfolio 2 LLC
November 21, 2023
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2023. Please address the difference; and
•Address any comments under the financial statements and notes in the Form 1-K that
are relevant to the interim period.
Signatures, page 54
19.Please revise your signature page to conform to the requirements of Instructions 1 and 3 to
the Signatures section of Form 1-A. In this regard, please separately include the signature
blocks for your principal executive officer, principal financial officer, principal
accounting officer, and a majority of the members of the board or other governing body.
Exhibits
20.Please file the third-party Credit Agreement you entered into on October 5, 2020 as an
Additional Obligor with Lattice Energea Global Revolver I, LLC.  Refer to 6(a) of Item
17 of Part III of Form 1-A.
General
21.Please provide us with an analysis of how the Energea Portfolio 3 LLC and Energea
Portfolio 4 LLC offerings differ from this offering, such that the offerings should not be
aggregated for purposes of the $75 million maximum permitted under Regulation A. In
particular, we note Energea Portfolio 3 LLC and Energea Portfolio 4 LLC are both also
raising capital to acquire, develop, and operate solar energy projects concurrently with this
offering. They are also both under common control with your company as you share the
same Manager (Energea Global, LLC) and management team, including an identical set of
executive officers and key employees.
            We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff. We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.

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