SEC Comment Letter 0000000000-24-006420 to Energea Portfolio 4 USA LLC (CIK 0001853011)
Energea Portfolio 4 USA LLC (CIK 0001853011)
Date: June 4, 2024 · CIK: 0001853011 · Accession: 0000000000-24-006420
AI Filing Summary & Sentiment
File numbers found in text: 024-12389
Letter
United States securities and exchange commission logo June 4, 2024 Mike Silvestrini Managing Partner Energea Portfolio 4 USA LLC 62 Clementel Dr Durham, Connecticut Re:Energea Portfolio 4 USA LLC Amendment No. 4 to Offering Statement on Form 1-A Filed May 15, 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 May 14, 2024 letter. Amendment No. 4 to Offering Statement on Form 1-A General 1.We note the revisions you made in response to prior comment 2. However, Part I indicates that you are offering 50M shares at a price of $1.08 per share, which would yield an offering size of $54M. Conversely, if you offer $50M of securities at the $1.08 per share price as the offering circular suggests, this would result in only approximately 46.3M shares being offered, rather than 50M shares. Please revise to reconcile the disclosures.
FirstName LastNameMike Silvestrini Comapany NameEnergea Portfolio 4 USA LLC June 4, 2024 Page 2 FirstName LastName Mike Silvestrini Energea Portfolio 4 USA LLC June 4, 2024 Page 2 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 H. Roberts, Esq.
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United States securities and exchange commission logo
June 4, 2024
Mike Silvestrini
Managing Partner
Energea Portfolio 4 USA LLC
62 Clementel Dr
Durham, Connecticut
06422
Re:Energea Portfolio 4 USA LLC
Amendment No. 4 to Offering Statement on Form 1-A
Filed May 15, 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 May 14, 2024 letter.
Amendment No. 4 to Offering Statement on Form 1-A
General
1.We note the revisions you made in response to prior comment 2. However, Part I indicates
that you are offering 50M shares at a price of $1.08 per share, which would yield an
offering size of $54M. Conversely, if you offer $50M of securities at the $1.08 per share
price as the offering circular suggests, this would result in only approximately 46.3M
shares being offered, rather than 50M shares. Please revise to reconcile the disclosures.
FirstName LastNameMike Silvestrini
Comapany NameEnergea Portfolio 4 USA LLC
June 4, 2024 Page 2
FirstName LastName
Mike Silvestrini
Energea Portfolio 4 USA LLC
June 4, 2024
Page 2
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 H. Roberts, Esq.