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March 22, 2024
Mike Silvestrini
Managing Partner
Energea Portfolio 4 USA LLC
62 Clementel Dr
Durham, Connecticut
06422
Re:Energea Portfolio 4 USA LLC
Amendment No. 1 to Offering Statement on Form 1-A
Filed March 8, 2024
File No. 024-12389
Dear Mike Silvestrini:
            We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our February 7, 2024 letter.
Amendment No. 1 to Offering Statement on Form 1-A
Cover Page
1.We note your response to prior comment 1. You mention under "Redemption Plan" at
page 37 and elsewhere in the offering circular a 60-day 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 here that (1) purchasers of Class A Investor shares may not be able
to sell their shares except by submitting redemption requests to you via your Platform; (2)
purchasers must hold their Class A Investor Shares for at least 60 days before they can
request redemption of their shares via your Platform; (3) if you agree to honor a
redemption request, you have 90 days to make payment on such redemption; (4) your
Manager may, in its sole discretion, amend, suspend, or terminate the Redemption Plan at
any time without prior notice; (5) Class A Investor Shares may not be transferred without

 FirstName LastNameMike Silvestrini
 Comapany NameEnergea Portfolio 4 USA LLC
 March 22, 2024 Page 2
 FirstName LastName
Mike Silvestrini
Energea Portfolio 4 USA LLC
March 22, 2024
Page 2
the Company's consent, which you can withhold in your sole discretion; and (6) you have
a right of first refusal to purchase any Class A Investor Shares proposed to be transferred.
At each place that you discuss redemption or possible sales or transfers of the shares by
investors, also add cross-references to risk factors which address related risks and
limitations on liquidity.
Risk Factors
We may be subject to claims for recission or damages from our Investors, page 6
2.We note the revisions you made in response to prior comment 9, and we reissue it in part.
Please further revise to also indicate that the Regulation A exemption may have been
unavailable for prior sales because of the at-the-market prohibition in Securities Act Rule
251(d)(3)(ii).
Use of Proceeds, page 8
3.We note your response to prior comment 10. You indicate that you might invest in
projects using the Manager's capital before raising "enough capital" from investors. You
also suggest that offering proceeds "may be used to pay fees owed to the Manager and its
affiliates." Provide updated and current tabular disclosure to reflect all such potential uses,
and clarify whether the "fees owed" would be separate and distinct from the amounts
referenced in footnote 1 to the table. Please 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.
Tax Equity, page 12
4.We note your response to prior comment 11 and we re-issue this comment. 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.
Distributions, page 22
5.We note the new disclosure that you have not yet made a profit. Please revise generally to
ensure that your references to IRR do not potentially result in any reader
misunderstanding regarding what the percentages and amounts signify vis-a-vis net
income or profit. Also disclose in the risk factors that you have not made any profit.

 FirstName LastNameMike Silvestrini
 Comapany NameEnergea Portfolio 4 USA LLC
 March 22, 2024 Page 3
 FirstName LastName
Mike Silvestrini
Energea Portfolio 4 USA LLC
March 22, 2024
Page 3
Other Solar Energy Funds, page 28
6.We note the reference to offerings up to $75,000,000. Provide updated disclosure
regarding the status of all listed offerings, clarifying in each case any offerings which have
been terminated.

Also, please be sure to consider all related or overlapping comments issued on each open
filing before amending the offering circulars for each such filing. We note that some
revisions were made to this filing but the related disclosures in other filings remained
unchanged, for example.
Liability to Make Additional Contributions, page 37
7.We note your response to prior comment 13 and we re-issue this comment. Please revise
to describe in necessary detail those "circumstances" under Delaware law in which
investors might be required to return part or all of a distribution they received.
Redemption Plan, page 37
8.Revise to disclose how investors will be able to ascertain the redemption price prior to
submitting a redemption request. In addition, we note the disclosure regarding mandatory
redemptions at page 35 regarding pricing at 90% of the then-current value of Class A
Investor Shares "as determined by the Company in accordance with the Financial Model"
and remind you of prior comment 20.
9.We note your disclosure that your Manager may, in its sole discretion, amend, suspend, or
terminate the Redemption Plan at any time without prior notice for any reason, and you
reserve the right to reject any Redemption Request at any time for any reason. Please state
this clearly at the outset of this section.
10.Please file a copy of the Redemption Plan as an exhibit to your offering circular. Refer to
Item 17(3)(a) of Part III of Form 1-A.
Exhibits
11.We re-issue prior comment 22. Please file all material contracts required under Part III of
Form 1-A. Also, going forward, please provide a response to each of the staff's numbered
comments.

12.We re-issue prior comment 24. Please include an updated auditor's consent.

 FirstName LastNameMike Silvestrini
 Comapany NameEnergea Portfolio 4 USA LLC
 March 22, 2024 Page 4
 FirstName LastName
Mike Silvestrini
Energea Portfolio 4 USA LLC
March 22, 2024
Page 4
            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.