SEC Comment Letter 0000000000-23-013888 to Energea Portfolio 3 Africa LLC (CIK 0001865547)
Energea Portfolio 3 Africa LLC (CIK 0001865547)
Date: Dec. 20, 2023 · CIK: 0001865547 · Accession: 0000000000-23-013888
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 024-11579
Referenced dates: November 21, 2023
Letter
United States securities and exchange commission logo December 20, 2023 Mike Silvestrini Managing Partner Energea Portfolio 3 Africa LLC 62 Clementel Drive Durham, CT 06422 Re:Energea Portfolio 3 Africa LLC Post Qualification Amendment No. 4 to Offering Statement on Form 1-A Filed October 10, 2023 Response Letter dated November 21, 2023 File No. 024-11579 Dear Mike Silvestrini: We have reviewed your correspondence dated November 21, 2023 (received November 27, 2023) and have the following comments. Please respond to this letter by providing the requested information. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing the information you provide in response to this letter, we may have additional comments. Response Letter dated November 21, 2023 Potential New Form 1-A Offering, page 0 1.We note your response to prior comment 1. Please include a risk factor in the new Form 1-A explaining that the Regulation A exemption may not have been available for prior sales made by the issuer and disclosing the risk that you may be subject to related claims for rescission. Price of Class A Investor Shares, page 1 2.We reissue prior comment 2. Frequent price changes would be inconsistent with Regulation A. Please ensure that your offering circular does not suggest that there could be frequent price changes, and make clear that the offering will be at a fixed price.
FirstName LastNameMike Silvestrini Comapany NameEnergea Portfolio 3 Africa LLC December 20, 2023 Page 2 FirstName LastName Mike Silvestrini Energea Portfolio 3 Africa LLC December 20, 2023 Page 2 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 Joanna Lam at 202-551-3476 or Shannon Buskirk at 202-551-3717 if you have questions regarding comments on the financial statements and related matters. Please contact Claudia Rios, Staff Attorney, at 202-551-8770 or Timothy S. Levenberg, Special Counsel, at 202-551-3707 with any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Isabella Mendonca, Esq.
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United States securities and exchange commission logo
December 20, 2023
Mike Silvestrini
Managing Partner
Energea Portfolio 3 Africa LLC
62 Clementel Drive
Durham, CT 06422
Re:Energea Portfolio 3 Africa LLC
Post Qualification Amendment No. 4 to Offering Statement on Form 1-A
Filed October 10, 2023
Response Letter dated November 21, 2023
File No. 024-11579
Dear Mike Silvestrini:
We have reviewed your correspondence dated November 21, 2023 (received November
27, 2023) and have the following comments.
Please respond to this letter by providing the requested information. If you do not
believe a comment applies to your facts and circumstances, please tell us why in your response.
After reviewing the information you provide in response to this letter, we may have
additional comments.
Response Letter dated November 21, 2023
Potential New Form 1-A Offering, page 0
1.We note your response to prior comment 1. Please include a risk factor in the new Form
1-A explaining that the Regulation A exemption may not have been available for prior
sales made by the issuer and disclosing the risk that you may be subject to related claims
for rescission.
Price of Class A Investor Shares, page 1
2.We reissue prior comment 2. Frequent price changes would be inconsistent with
Regulation A. Please ensure that your offering circular does not suggest that there could
be frequent price changes, and make clear that the offering will be at a fixed price.
FirstName LastNameMike Silvestrini
Comapany NameEnergea Portfolio 3 Africa LLC
December 20, 2023 Page 2
FirstName LastName
Mike Silvestrini
Energea Portfolio 3 Africa LLC
December 20, 2023
Page 2
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 Joanna Lam at 202-551-3476 or Shannon Buskirk at 202-551-3717 if you
have questions regarding comments on the financial statements and related matters. Please
contact Claudia Rios, Staff Attorney, at 202-551-8770 or Timothy S. Levenberg, Special
Counsel, at 202-551-3707 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Isabella Mendonca, Esq.