SecProbe.io

CORRESP
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filename1.htm

November 21, 2023

Division of
Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

RE:
Energea Portfolio 3 Africa LLC

Post
Qualification Amendment No.4 to Form 1-A

Filed
October 10, 2023

File No. 024-11579

To Whom It May Concern:

This
letter is submitted on behalf of Energea Portfolio 3 Africa LLC (the "Company")
in response to a comment letter from the staff of the Division of Corporation
Finance (the "Staff") of the Securities and Exchange Commission (the
"Commission") dated October 27, 2023 (the "Comment Letter") with respect to the
Company's Post Qualification Amendment to its Offering Statement on Form 1-A
filed with the Commission on October 10, 2023 (the "Offering Statement").

For
your convenience, the Staff's comments have been reproduced in italics herein
with responses immediately following the comments. Defined terms used herein
but not otherwise defined have the meanings given to them in the Offering
Statement. Following receipt of further comments from the Staff, the Company
expects to file a new Offering Statement on Form 1-A to address these comments,
as well as to make other changes.

Post-Qualification
Amendment No. 4 to Offering Statement on Form 1-A filed October 10, 2023

Offering
Circular Cover
Page, page i

1.
We note that your initial
Form 1-A was qualified on August 2, 2021, but that you have not filed
a post-qualification amendment ("PQA") at least every 12 months after the
initial offering statement qualification date.
Securities Act Rule 252(f)(2)(i) requires issuers to file such PQAs to
include the required updated audited financial statements and disclosure at
least every 12 months. Offers and
sales cannot be made using a Form 1-A that does not included updated financial
statements.

As a result of this lapse
in your offering, it appears that the previously qualified Regulation A
offering has been terminated. If you
wish to commence a new offering under Regulation A, please file a new Form 1-A. Any such new Form 1-A that you file should
address the additional comments provided in this letter. In the meantime, in the letter you file in response to this
comment letter, please tell us whether offers and sales were made since August
2, 2022 and, if so, provide your detailed analysis how any such sales complied
with Regulation A and were consistent with the requirements of Section 5 of the
Securities Act of 1933.

Response to Comment No. 1

Background

We
understand from your comment and through conversations with newly retained
legal counsel (who assisted us in drafting this response) that we failed to
comply with some important filing obligations for our Regulation A Tier II
offering for Energea Portfolio 3 Africa LLC (the "Company") (and our other
Regulation A offerings) correctly. Specifically, we were required to file a
Post Qualification Amendment ("PQA") at least every year. We misunderstood
this obligation.

Upon
learning of our mistake, we ceased selling securities in the Company and also
across our two other Regulation A offerings: Energea Portfolio 2 LLC and
Energea Portfolio 4 USA LLC.

We
were not purposefully failing to make these filings, but we understand that is
not an excuse. As a Co-Founder and the leader of our business, I take full
responsibility for this mistake. We recently engaged Goodwin Procter LLP, a
firm with extensive experience in regulatory affairs related to Regulation A,
as counsel to help prevent mistakes in the future. We have tremendous respect
for the regulations and laws that allow us to collect investments, manage
capital and be responsible stewards of people's hard-earned resources.

I
think it is important to note that all of the information that we needed to
transmit to our potential investors was filed with the SEC and transmitted to
such investors, albeit through the use of the incorrect forms. There is not a
single aspect of our operations or our projects that we would have reported in
a PQA that wasn't filed in our 1-SA, 1-K and 1-U filings. All existing and
potential investors received all the information that would have been included
in a PQA before they made their investment decision, which was available on our
website and acknowledged as read during the investment process. As it relates
to transparency and communication, I would argue we are providing an
exceptional level of service to our investors.

After
being initially qualified, we notified our existing and
potential investors (through the platform, webinars, emails and the filing
of Form 1-U reports about every new solar project we invested in, changes in
accounting procedures and a lawsuit against a contractor in Brazil). We
summarized financial and operational progress through mid-year reports and
annual reports and provided audited financial statements every year.

In
addition to the reports described above, we aim to communicate personally and
directly with every investor. We host quarterly webinars where hundreds of our
existing and potential investors listen to updates and ask questions directly
to the principals of our business, sometimes lasting for hours. We strive for
transparency and make ourselves available to educate and explain how renewable
energy projects function as an asset class.

In
addition to our earnest effort to communicate transparently, I also think it's
germane here to note that our investors appreciate our products and services.
They appreciate the opportunity to invest in renewable energy and to play a
role in controlling global emissions.

In
addition to a 5-star rating on Virtue Scout (their highest score), a 5-star
review on Virtuevest (their highest score), we've been reviewed by our
investors 36 times on Google and all 36 reviews are "5 stars". Comments left
by our clients give us confidence that we are doing something worthwhile.

This
is what they had to say about Energea:

    •       "I love investing in projects that are good for people and
the planet. So far I've been impressed with Energea. I even got a personal call
from Investor Relations thanking me for my participation in this portfolio -
what a nice touch! Better yet - the returns have been great!" - Mariana

    •       "Excellent company building a great platform and returning
impressive investment results. The team is always available for questions and
open to suggestions. Wonderful to be able to put little effort in and generate
great returns while helping the environment." - Eric

    •       "Energea is an investing platform that I recommend to all my
friends and family. It serves a bigger cause than "making money" and your
investment will be put towards a better future. I'm so excited to be part of
it!" - Lilna

    •       "Investing with Energea has been one of my favorite passive
income strategies. My money continues to grow consistently, and I look forward
to the long-term opportunities as I continue to invest more money into this
sustainable, good for the planet, good for me opportunity." - Meagan

Their
words - not ours. None of these reviews were solicited by us.

After
a career building renewable energy power plants for institutional investors, we
realized that institutional capital will not be enough to reverse global carbon
emissions in time to prevent the worst effects of climate change and we need to
give individuals the opportunity to participate. American retail investors
represent the greatest pool of capital ever known and it must play a role in
climate change if we are going to have a chance. That's why we made Energea.

Sales Since August 2022

You
requested that we provide you with the number of sales
of the Company's shares since August 2, 2022, the one-year anniversary of when
our initial Form 1-A was qualified. Since August 2, 2022, we have sold 1,501,481
shares to 1,342 investors for an aggregate amount of $1,763,084. In total, the
Company has raised $2,519,638 since the initial Form 1-A was qualified.

Application of Rule 260

We now understand that we failed to meet all of the
filing requirements under Rule 252(f)(2)(i) of Regulation A.

However, we note under Rule 260 of Regulation A that
"a failure to comply with a term, condition or requirement of Regulation A will
not result in the loss of the exemption from the requirements of Section 5 of
the Securities Act for any offer or sale to a particular individual or entity,
if the person relying on the exemption establishes that:

(1) The failure to comply did not pertain to a term,
condition or requirement directly intended to protect that particular
individual or entity;

(2) The failure to comply was insignificant with
respect to the offering as a whole, provided that any failure to comply with
Rule 251(a), (b), and (d)(1) and (3) (§ 230.251(a), (b), and (d)(1) and (3))
shall be deemed to be significant to the offering as a whole; and

(3) A good faith and reasonable attempt was made to
comply with all applicable terms, conditions and requirements of Regulation A."

We
believe that we can establish these three points and hope it provides a basis
for the Staff to conclude that we did not lose our exemption from Section 5.

    •
The
failure to comply did not pertain to a term, condition or requirement directly
intended to protect that particular individual or entity

The
requirement to file a PQA is intended to provide potential investors with updated
financial statements and other information contained in the offering circular.
As previously noted, potential investors received all the information they
would have received in the PQA as the Company provided those investors with all
of the Form 1-Us, 1-SAs and 1-Ks that were filed by the Company, including
audited financial statements. The very same information was made available to
existing investors and potential investors just received the information in a
different format. As a result, all investors received the protection that they
were intended to receive and verified they had received it as a requirement on
the Platform prior to making an investment.

    •
The
failure to comply was insignificant with respect to the offering as a whole,
provided that any failure to comply with Rule 251(a), (b), and (d)(1) and (3)
(§ 230.251(a), (b), and (d)(1) and (3)) shall be deemed to be significant to
the offering as a whole

As
previously noted, the failure to comply was insignificant as potential
investors received all of the information they should have received. Also, the
failure to file a PQA is not a failure to comply with Rule 251(a), (b), and
(d)(1) and (3) as the requirement to file a PQA is found in Rule 252(f)(2)(i).

o   Rule 251(a) refers
to the maximum offering amounts and requires that Tier 2 offerings not exceed
$75,000,000 and that secondary sales not exceed 30% of the aggregate offering
price of a particular offering.

Since
the qualification of the Company's 1-A the Company has raised a total of $2,519,638
and has not had any secondary sales.

o   Rule 251(b) refers
to requirements to be met by issuers and states the following:

"The issuer of the securities:

(1) Is an entity organized under the laws of the
United States or Canada, or any State, Province, Territory or possession
thereof, or the District of Columbia, with its principal place of business in
the United States or Canada;

(2) [Reserved]

(3) Is not a development stage company that either has
no specific business plan or purpose, or has indicated that its business plan
is to merge with or acquire an unidentified company or companies;

(4) Is not an investment company registered or
required to be registered under the Investment Company Act of 1940 (15 U.S.C.
80a-1 et seq.) or a business development company as defined in section 2(a)(48)
of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(48));

(5) Is not issuing fractional undivided interests in
oil or gas rights, or a similar interest in other mineral rights;

(6) Is not, and has not been, subject to any order of
the Commission entered pursuant to Section 12(j) (15 U.S.C. 78l(j)) of the
Securities Exchange Act of 1934 (the "Exchange Act") (15 U.S.C. 78a et seq.)
within five years before the filing of the offering statement;

(7) Has filed with the Commission all reports required
to be filed, if any, pursuant to § 230.257 or pursuant to section 13 or 15(d)
of the Exchange Act (15 U.S.C. 78m or 15 U.S.C. 78o) during the two years
before the filing of the offering statement (or for such shorter period that
the issuer was required to file such reports); and

(8) Is not disqualified under Rule 262 (§ 230.262)."

The
Company satisfies the requirements of Section 251(b)(1) and (7) as it is (i) a
United States liability company organized under the laws of Delaware and (ii)
has filed all required reports. The other requirements in 251(b) are not
applicable to the Company.

o   Rule 251(d)(1)
refers to when and how offers may be made and states the following:

"Offers.

(i) Except as allowed by Rule 255 (§ 230.255), no
offer of securities may be made unless an offering statement has been filed
with the Commission.

(ii) After the offering statement has been filed, but
before it is qualified:

(A) Oral offers may be made;

(B) Written offers pursuant to Rule 254 (§ 230.254)
may be made; and

(C) Solicitations of interest and other communications
pursuant to Rule 255 (§ 230.255) may be made.

(iii) Offers may be made after the offering statement
has been qualified, but any written offers must be accompanied with or preceded
by the most recent offering circular filed with the Commission for such
offering."

The
Company complied with Rule 251(d)(i) as it did not make oral or written offers
until the Form 1-A offering statement was qualified on August 2, 2021 and all
written offers were preceded by the most recent offering circular and, as noted
above, all other information that would have been compiled in a PQA was
previously included in the required subsequent filings (i.e. 1-SA, 1-K and
1-Us), which were available to potential investors on the Platform and are
required reading to make an investment.

o   Rule 251(d)(3)
relates to the requirements to be able to conduct a continuous offering and
states the following:

"Continuous or delayed offerings.

(i) Continuous or delayed offerings may be made under
this Regulation A, so long as the offering statement pertains only to:

(A) Securities that are to be offered or sold solely
by or on behalf of a person or persons other than the issuer, a subsidiary of
the issuer, or a person of which the issuer is a subsidiary;

(B) Securities that are to be offered and sold
pursuant to a dividend or interest reinvestment plan or an employee benefit
plan of the issuer;

(C) Securities that are to be issued upon the exercise
of outstanding options, warrants, or rights;

(D) Securities that are to be issued upon conversion
of other outstanding securities;

(E) Securities that are pledged as collateral; or

(F) Securities the offering of which will be commenced
within two calendar days after the qualification date, will be made on a
continuous basis, may continue for a period in excess of 30 calendar days from
the date of initial qualification, and will be offered in an amount that, at
the time the offering statement is qualified, is reasonably expected to be
offered and sold within two years from the initial qualification date. These
securities may be offered and sold only if not more than three years have
elapsed since the initial qualification date of the offering statement under
which they are being offered and sold; provided, however, that if a new
offering statement has been filed pursuant to this paragraph (d)(3)(i)(F),
securities covered by the prior offering statement may continue to be offered
and sold until the earlier of the qualification date of the new offering
statement or 180 calendar days after the third anniversary of the initial
qualification date of the prior offering statement. Before t