SEC Comment Letter 0000000000-24-005516 to Energea Portfolio 3 Africa LLC (CIK 0001865547)
Energea Portfolio 3 Africa LLC (CIK 0001865547)
Date: May 14, 2024 · CIK: 0001865547 · Accession: 0000000000-24-005516
AI Filing Summary & Sentiment
File numbers found in text: 024-12383
Letter
United States securities and exchange commission logo May 14, 2024 Mike Silvestrini Managing Partner Energea Portfolio 3 Africa LLC 52 Main Street Chester, CT 06412 Re:Energea Portfolio 3 Africa LLC Amendment No. 3 to Offering Statement on Form 1-A Filed May 6, 2024 File No. 024-12383 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 April 17, 2024 letter. Amendment No. 3 to Offering Statement on Form 1-A Exhibits 1.We note that you incorporate by reference your annual report on Form 1-K for the fiscal year ended December 31, 2023. However, the auditor's consent references an audit report relating to the financial statements for the year ended December 31, 2022. Please obtain and file an updated consent from your independent registered public accounting firm which properly identifies the applicable financial statements. General 2.Please revise Part I of your Form 1-A to be consistent with Parts II and III. For example, in Part I you state that the aggregate offering price being offered is $75,000,000. Additionally, please update the balance sheet information in Part I to be as of December 31, 2023. See instructions to Financial Statements in Part I of Form 1-A.
FirstName LastNameMike Silvestrini Comapany NameEnergea Portfolio 3 Africa LLC May 14, 2024 Page 2 FirstName LastName Mike Silvestrini Energea Portfolio 3 Africa LLC May 14, 2024 Page 2 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 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.
Show Raw Text
United States securities and exchange commission logo
May 14, 2024
Mike Silvestrini
Managing Partner
Energea Portfolio 3 Africa LLC
52 Main Street
Chester, CT 06412
Re:Energea Portfolio 3 Africa LLC
Amendment No. 3 to Offering Statement on Form 1-A
Filed May 6, 2024
File No. 024-12383
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 April 17, 2024 letter.
Amendment No. 3 to Offering Statement on Form 1-A
Exhibits
1.We note that you incorporate by reference your annual report on Form 1-K for the fiscal
year ended December 31, 2023. However, the auditor's consent references an audit report
relating to the financial statements for the year ended December 31, 2022. Please obtain
and file an updated consent from your independent registered public accounting firm
which properly identifies the applicable financial statements.
General
2.Please revise Part I of your Form 1-A to be consistent with Parts II and III. For example,
in Part I you state that the aggregate offering price being offered is $75,000,000.
Additionally, please update the balance sheet information in Part I to be as of December
31, 2023. See instructions to Financial Statements in Part I of Form 1-A.
FirstName LastNameMike Silvestrini
Comapany NameEnergea Portfolio 3 Africa LLC
May 14, 2024 Page 2
FirstName LastName
Mike Silvestrini
Energea Portfolio 3 Africa LLC
May 14, 2024
Page 2
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 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.