SecProbe.io

July 2, 2025
Michael Silvestrini
Managing Partner of Energea Global LLC
Energea Portfolio 2 LP
52 Main Street
Chester, Connecticut 06412
Re:Energea Portfolio 2 LP
Post-Qualification Amendment No.1 on Form 1-A POS
Filed June 5, 2025
File No. 024-12347
Dear Michael Silvestrini:
            We have reviewed your amendment 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.
Form 1-A POS filed June 5, 2025
Summary and Risk Factors, page 2
1.You removed from the offering circular the risk factor captioned "We may be subject
to claims for recission or damages from our Investors."  Because the removed text
identified a risk which remains potentially material, please provide appropriate risk
factor disclosure in that regard.  In the alternative, explain why you believe that such
disclosure would not be material to potential investors.
Limitations on Rights in Investment Agreements, page 7
2.We note the brief description you provide here regarding the new form agreements
filed as exhibits 4.3 and 4.4.  Please provide an expanded discussion of the material
terms of each of these agreements in the section captioned "Securities Being Offered:
the Class A Investor Shares."
For the form of Auto-Invest Agreement filed as exhibit 4.3, please provide your
analysis regarding how this monthly investment program complies with Securities Act
Section 5, including whether you intend to register the offers and sales of the 3.

July 2, 2025
Page 2
securities made in connection with the program.  Describe how, when, and where
investors will make the auto-invest decision, and explain how the investors will
communicate the requisite information for the "Investor Information Sheet."

Also disclose whether you will treat auto investments as sales chargeable against the
aggregate total of offered securities, and how specifically the company will provide
updates to investors with current information. Please provide your analysis of how
this program and your offering will comply with Securities Act Rules 251(a) and
(d)(3)(F). For purposes of Rule 251(a), please tell us how these auto investments will
impact your calculation of the $50 million limit listed on the offering circular cover
page.  As to Rule 251(d)(3)(F), please specifically address how the offering will
comply with each element of that rule.
4.Provide comparable information for the form of Auto-Reinvestment Agreement filed
as exhibit 4.4.  Also, please clearly disclose what occurs when an investor does not
elect to re-invest.
5.With regard to the re-investment plan, please revise to clarify how your activities will
comply with Regulation A. For example, disclose whether you will provide investors
with a hyperlink to the current offering circular in connection with and at the time of
any distribution reinvestment and, if not, how you intend to comply with Securities
Act Rule 251(d)(1)(iii). Similarly, explain how you will (1) comply with the
investment limitations and qualifications for purchaser status set forth in Rule
251(d)(2)(i)(C) with respect to any securities purchased through your distribution
reinvestment plan and (2) ensure you are eligible to offer and sell securities pursuant
to Regulation A at the time of such sales.
6.Both agreements contain an identical Section 8 captioned "Confidentiality" which
suggests that information you provided to the purchaser (including publicly filed
information in the "Disclosure Document") is confidential.  Discuss in necessary
detail the nature of any non-public information you have provided or will provide to
potential investors.  Also explain why information you provide publicly through
filings with the SEC would be deemed "confidential."  This comment also applies to
Section 6 of the revised Investment Agreement filed as Exhibit 4.2.
Other Concurrent Offerings, page 11
7.We note the reference to the concurrent Regulation D offerings.  You indicate that
these will have many identical terms and that you intend to combine proceeds from
the Regulation D offerings with proceeds from the Regulation A offering and use
them "for the same common purpose."  Please provide your analysis as to whether the
offers and sales should be integrated (1) for purposes of Securities Act Rule 152 and
(2) in considering your compliance with Regulation A.
Additional Information, page 49
You do not appear to make the financial statement information which you incorporate
by reference "readily available and accessible" on a maintained website, despite the
requirements of Form 1-A, General Instruction III(a)(2)(B) in that regard.  If you
continue to incorporate this information by reference, please comply with General 8.

July 2, 2025
Page 3
Instruction III(a)(2) or, alternatively, revise to provide financial statement and related
information in this filing.
            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.
            Please contact Timothy S. Levenberg at 202-551-3707 or Kevin Dougherty at 202-
551-3271 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Jed Ande, Esq., of McCarter & English, LP