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February 7, 2024
Mike Silvestrini
Managing Partner
Energea Portfolio 4 USA LLC
62 Clementel Dr
Durham, Connecticut
06422
Re:Energea Portfolio 4 USA LLC
Offering Statement on Form 1-A
Filed January 11, 2024
File No. 024-12389
Dear Mike 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
Cover Page
1.You mention under "Limited Right of Redemption" at page 36 and elsewhere in the
offering circular a three-year hold period and additional restrictions on the ability to sell
shares purchased in this offering. In light of these substantial limitations and the absence
of liquidity which results from them, please prominently disclose in the first paragraph
here that (1) there will be no market for the offered Class A Investor Shares; (2)
purchasers of such shares cannot sell such shares except by offering them to the Manager
via the Platform; (3) purchasers must hold them for at least three years before trying to
sell them via the Platform; and (4) even after waiting three years to request the sale via the
Platform, you may pause the sale of any such shares at the Manager's discretion based on
its judgment about any "potential impact on the overall performance of the portfolio." At
each place that you discuss redemption or possible sales of the shares by investors in the
offering, also add cross-references to new risk factors which address all such risks and
limitations on liquidity.

 FirstName LastNameMike Silvestrini
 Comapany NameEnergea Portfolio 4 USA LLC
 February 7, 2024 Page 2
 FirstName LastNameMike Silvestrini
Energea Portfolio 4 USA LLC
February 7, 2024
Page 2
Similarly, prominently highlight the risk that investors might be forced to sell their shares
for a loss at any time as a result of the "drag-along rights" you disclose at pages 5 and 34.
Caution Regarding Forward-Looking Statements, page ii
2.Please revise to eliminate any suggestion that statements in your offering circular "are
forward-looking statements within the meaning of the federal securities laws." See
Securities Act Section 27A(b)(1)(C) and Section 27A(b)(2)(E).
Our Business, page 1
3.You state that your projects will be "owned by special-purpose entities" which you refer
to as SPEs. You also state that each such entity "is organized as a U.S. limited liability
company." However, at page 14, you instead state that the SPEs will be foreign
corporations. Reconcile these inconsistent disclosures. Also, list all such SPEs and their
form of organization and domicile, and expand Material Legal Proceedings at page 19 to
disclose whether any of these entities are currently involved in any material legal
proceedings.
Company Operations and Related Matters, page 2
4.You refer to the "right" that investors in Class A Investor A Shares have to receive a
"preferred return." But Section 4.2 of the LLC Agreement filed as Exhibit 1A-2B states
that "no Member shall have any right to distributions except as may be authorized by the
Manager." At page 21, you state that you "intend to authorize and declare distributions
based on net income for the preceding month." You have had extremely minimal revenues
and also experienced net losses for both 2021 and 2022, but you nonetheless declared
monthly distributions throughout 2021, 2022, and 2023. Revise to explain in detail why
distributions were regularly made despite your not having recognized net income in the
preceding months, and eliminate any unsubstantiated references to the "right" of
investors to preferred returns.
5.Elsewhere in the circular, you refer to investors' purported rights to distributions, to
dividends, and to an IRR. However, reference to your tabular disclosure at page 45
suggests that those who purchased Class A Investor Shares have not received any such
dividends and instead have only had a portion of their investment returned as "non-
dividend distributions." We note also the discussion of return of capital at page 14. If true,
please revise to emphasize the complete absence of any historical dividend payments, and
provide a detailed basis for any suggestion that investors have received or will receive an
IRR of any amount. Also consider whether it is appropriate to continue to refer to rights to
a particular rate of return based on your historical record of net losses and of returning
equity to investors rather than paying dividends.
6.Here and elsewhere you reference a preferred rate of return of 6% and 80% of additional
cash flow. At page 23, however, you state that the rate is 7% plus 70% of additional cash
flow and also assert that "As we end the year, we are projecting to continue to meet or

 FirstName LastNameMike Silvestrini
 Comapany NameEnergea Portfolio 4 USA LLC
 February 7, 2024 Page 3
 FirstName LastName
Mike Silvestrini
Energea Portfolio 4 USA LLC
February 7, 2024
Page 3
exceed our projected dividend yield of 6-8% for the foreseeable future." Please revise
generally to provide accurate disclosure. Also, provide us with detailed support for
your "dividend yield" assertion, clarifying who projected that amount, when it was
projected, the basis or bases for the projection, and the dates and means by which such
projection was communicated to potential or actual investors.
7.Explain why you refer to "continuing to meet or exceed" the referenced dividend yield in
light of the absence of any historical dividend payments.
We Might Raise More than $50,000,000, page 4
8.You state on the cover page and elsewhere that you are offering up to $50 million of Class
A Investor Shares, which is less than the $75 million limit. You also suggest at page 7 that
you are "offering to sell up to an additional $50,000,000 of Class A Investor Shares to the
public." This section provides conflicting information regarding the intended size of the
offering. Please revise to reconcile your disclosures, and provide consistent information
regarding the size of this Regulation A offering.
We may be subject to claims from our Class A Investors, page 6
9.Please revise this risk factor to eliminate all mitigating language. Instead, clearly explain
that the Regulation A exemption may have been unavailable for prior sales not only
because of the at-the-market prohibition in Securities Act Rule 251(d)(3)(ii) but also in
light of the Rule 252(f)(2)(i) requirement that you update your financial statements after
one year. Disclose the risk that you may be subject to related claims for rescission or
damages if no other Securities Act exemption is available for those sales, and quantify in
the revised risk factor the amount of securities you sold subsequent to the one-year
anniversary of the qualification date for your prior Regulation A offering.
Use of Proceeds, page 9
10.You state that the disclosure assumes the maximum offering amount of $50 million of
Class A Investor Shares. Please revise to provide detailed disclosures based on various
scenarios, such as interim offering sizes as well as the maximum offering size, and make
clear that this is a best efforts offering with no minimum needed to close. Separately
discuss the intended uses for the "new" proceeds, and quantify the amounts you will
source elsewhere as appropriate. It is insufficient to group together past expenses and
distributions, which are not being paid from the current offering. In that regard, you
indicate that the table shows uses "from inception through June 30, 2023." Please also
provide estimated percentages of the proceeds from this offering that you plan on
allocating to existing and anticipated projects. Specify the current projects to which net
proceeds will be allocated as well as the estimated allocable amounts. If there are factors
that may influence your estimated use of proceeds, please include these factors in this
section and explain how these factors may influence the estimated uses.

 FirstName LastNameMike Silvestrini
 Comapany NameEnergea Portfolio 4 USA LLC
 February 7, 2024 Page 4
 FirstName LastName
Mike Silvestrini
Energea Portfolio 4 USA LLC
February 7, 2024
Page 4
Tax Equity, page 12
11.Please revise to explain why you believe you are "uniquely positioned" to benefit from the
"transformative change" to the Investment Tax Credit, and quantify in this section the
amount of all benefits you have obtained to date. If you have received none, state that
clearly.
Calculating Distributions, page 22
12.At page 3, you state that any distributions are at the "the sole discretion of the Manager."
But you suggest at page 22 that Class A investors "Receive a priority distribution of cash
flow each month which results in a 7% IRR." If you retain assertions regarding the rate of
return, please define "IRR" at first usage, and disclose how many months your Class A
investors received a return of 7% or more during each of the past three years. Please also
include a risk factor discussing the uncertainty of investors receiving any distributions and
their lack of any recourse if none is paid.
Liability to Make Additional Contributions, page 36
13.Revise to describe in necessary detail those "circumstances" in which investors might
be required to return part or all of a distribution they received.
Limited Right of Redemption, page 36
14.The mandatory three-year hold period is disclosed only in this section. In addition to the
new disclosure to be added to the cover page, properly emphasize this aspect of the
offering where appropriate and also include corresponding risk factor disclosure.
15.Revise to explain the reference to "the fixed share price at the time of the redemption
request," including how investors / shareholders can ascertain what this fixed price would
be at the time of a desired redemption request, prior to the five percent reduction from the
prospective resale price. As for the suggestion that investors have an "option to divest,"
state explicitly if true that there is no redemption "right" and that it is within the Manager's
discretion to deny any such request, meaning that there would be effectively no option to
divest.
16.Revise to clarify the maximum time period during which you may "pause" the sales of
investor shares. Also, state whether you may pause the sales even after the three-year
holding period has expired. If the sales before or after the end of the holding period can be
paused indefinitely with no recourse for investors attempting to resell their shares, it does
not appear that they have a bona fide "right" or "option" to resell.

 FirstName LastNameMike Silvestrini
 Comapany NameEnergea Portfolio 4 USA LLC
 February 7, 2024 Page 5
 FirstName LastName
Mike Silvestrini
Energea Portfolio 4 USA LLC
February 7, 2024
Page 5
17.You state that you could pause sales to "prioritize the sale of natural shares during periods
where selling investor shares could potentially impact the overall performance of the
portfolio. Such situations may arise when capital is required to complete a project, and
selling shares would cause construction delays." Revise the disclosure in this section to:
•explain the reference to "natural shares";
•clarify what criteria would be used to determine that the resales would "potentially
impact the overall performance of the portfolio";
•disclose who makes such determinations;
•state how long the decisionmaker has to reach such a determination and how
investors would be notified; and
•explain how and why resales "would cause construction delays."
18.Provide similar detailed information with regard to the potentially suspended or limited
sales of shares you reference during "periods of extreme economic uncertainty or sudden
downturns." Also, revise to provide examples of what could constitute such periods.
19.Because the Manager need not take any action it believes "would be adverse to the
interests of the Company, itself or its other Investors," the Manager apparently has
complete discretion to reject any redemption request. If the Manager in practice has
absolute discretion to make such a finding and to reject any request, please state this
clearly at the outset of this section and revise the caption accordingly. If you believe that
is not the case, revise to explain why.
20.You state that purchases pursuant to a redemption request are priced as "determined by the
Financial Model." However, the glossary at page 54 defines Financial Model as "The
financial model prepared by the Manager for each Project, projecting all the costs and
distributions of the Project." Insofar as you have multiple projects, the pricing protocol for
redemptions is unclear. Revise this section to explain how the model prepared by the
Manager for each project is used to obtain a fixed redemption price at redemption time.
No Guarantee, page 36
21.You state that investors might not receive a return of "all their invested capital." Expand
your disclosure here and in the tabular presentation of the distributions paid to those
holding Class A Investor Shares in 2021, 2022, and 2023 to clarify that you only returned
invested capital to investors and that none of your payments to date consists of a dividend
or dividend equivalent. State explicitly that there has not been any "positive return" to any
Class A Investor Shares investors since your inception in 2021.

 FirstName LastNameMike Silvestrini
 Comapany NameEnergea Portfolio 4 USA LLC
 February 7, 2024 Page 6
 FirstName LastName
Mike Silvestrini
Energea Portfolio 4 USA LLC
February 7, 2024
Page 6
Exhibits
22.Please file all material contracts required under Part III of Form 1-A.
23.Obtain and file a signed and dated opinion of counsel that relates to the present
offering. The document you designate as the opinion of counsel is from 2021 and relates
to an offering of $75 million of LLC interests.
24.Please include an updated consent from your auditors related to the audit report dated
August 3, 2023, which you filed as Exhibit 1A-16.
            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.
            Please contact Claudia Rios at 202-551-8770 or Timothy Levenberg at 202-551-3707
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       David Roberts, Esq.