SEC Comment Letter 0000000000-24-006421 to Energea Portfolio 3 Africa LLC (CIK 0001865547)
Energea Portfolio 3 Africa LLC (CIK 0001865547)
Date: June 4, 2024 · CIK: 0001865547 · Accession: 0000000000-24-006421
AI Filing Summary & Sentiment
File numbers found in text: 024-12383
Letter
United States securities and exchange commission logo June 4, 2024 Mike Silvestrini Managing Partner Energea Portfolio 3 Africa LLC 52 Main Street Chester, CT 06412 Re:Energea Portfolio 3 Africa LLC Amendment No. 4 to Offering Statement on Form 1-A Filed May 15, 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 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 $1.25 per share, which would yield an offering size of $62.5M. Conversely, if you offer $50M of securities at the $1.25 per share price as the offering circular suggests, this would result in only 40M shares being offered, rather than 50M shares. Please revise to reconcile the disclosures.
FirstName LastNameMike Silvestrini Comapany NameEnergea Portfolio 3 Africa LLC June 4, 2024 Page 2 FirstName LastName Mike Silvestrini Energea Portfolio 3 Africa LLC June 4, 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
June 4, 2024
Mike Silvestrini
Managing Partner
Energea Portfolio 3 Africa LLC
52 Main Street
Chester, CT 06412
Re:Energea Portfolio 3 Africa LLC
Amendment No. 4 to Offering Statement on Form 1-A
Filed May 15, 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 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 $1.25 per share, which would yield an
offering size of $62.5M. Conversely, if you offer $50M of securities at the $1.25 per share
price as the offering circular suggests, this would result in only 40M shares being offered,
rather than 50M shares. Please revise to reconcile the disclosures.
FirstName LastNameMike Silvestrini
Comapany NameEnergea Portfolio 3 Africa LLC
June 4, 2024 Page 2
FirstName LastName
Mike Silvestrini
Energea Portfolio 3 Africa LLC
June 4, 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.