Results

Energea Portfolio 2 LLC

10/13/2026 | Press release | Distributed by Public on 10/13/2026 09:11

Current Report - Itaguai Iii (Form 1-U)



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 1-U

CURRENT REPORT PURSUANT TO REGULATION A

October 13, 2026
(Date of Report (Date of earliest event reported))

ENERGEA PORTFOLIO 2 LP
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)

84-4611704
(I.R.S. Employer Identification No.)

52 Main Street, Chester, CT 06412
(Full mailing address of principal executive offices)

860-316-7466
(Issuer's telephone number, including area code)

Class A Investor Shares
 (Title of each class of securities issued pursuant to Regulation A)


This Investment Committee ("IC") Memo includes projections and forward-looking information that represents the Manager's assumptions and expectations in light of currently available information. Except for statements of historical fact, the information contained herein constitutes forward-looking statements and they are provided to allow potential investors the opportunity to understand the Manager's beliefs and opinions in respect of the future so that they may use such beliefs and opinions as one factor in evaluating an investment. These forward-looking statements are not guarantees of future performance and necessarily involve known and unknown risks and uncertainties, which may cause actual performance and financial results in future periods to differ materially from any projections of future performance. For a comprehensive discussion on forward-looking statements and the risks associated with this investment, please refer to the Offering Circular.

All capitalized terms used herein have a meaning set forth in the Offering Circular.


ITEM 9. OTHER EVENTS

EXECUTIVE SUMMARY

Itaguaí III ("Project") is an operational solar asset originally built and commissioned in August 2022. It was previously owned by Victory Hill Holdings Brasil S.A. ("Seller"). Energea Portfolio 2 LP ("Energea") is acquiring the rights to the Project.

The Project is a 1.0MW AC / 1.367MW DC ground mounted tracker solar installation located at Rodovia Prefeito Abeilard Goulart de Souza (RJ-099), Itaguaí, Rio de Janeiro, Brazil. It is installed on the premises owned by Mitra Diocesana de Itaguaí and connected to the Light Serviços de Eletricidade S.A. ("LIGHT" or "Utility").

The Company will invest a total of $1,101,822.00 USD with a projected IRR of 16.34% ($USD).


Key Information

General Information

Project Owner
Energea Portfolio 2 LP
Project Location
Itaguaí, Rio de Janeiro, Brazil
Technology
Ground Mounted PV (tracker)
System Size
1.0MW AC / 1.367MW DC
Estimated Year 1 Production
2,308 MWh
Coordinates
-22.850528° lat / -43.729889° lon
Project Status
Operational
Land Status
Rented
Commercial Operation Date ("COD")
August 18, 2022
Useful Equipment Life
25 years

Stakeholders

SPE
Energea Itaguaí III LTDA
Offtaker
Consórcio II de Geração Compartilhada de Energia Elétrica Energea
EPC Contractor
Original Contractor - Alexandria Industria de Geradores S.A.
Final Contractor - RUN & Leme Comercial Ltda. ("RUN")
O&M Contractor
Energea Brasil Operações LTDA
Landowner
Mitra Diocesana de Itaguaí
Asset Manager
Energea Portfolio 2 LP

Uses of Capital and Project Economics

Use of Capital
$USD
BRL
Project Acquisition Costs
$1,035,674.00 USD
R$ 5,381,979.00
Additional Costs
$14,026.00 USD
R$ 72,906.00
Project Soft Costs
$138.00 USD
R$ 700.00
Developer Fee
$51,984.00 USD
R$ 269,099.00
Total Project Financing
$1,101,822.00 USD
R$ 5,724,684.00
Owner IRR
16.34%
18.74%



Technical Summary

Site

The Project is a ground-mounted solar facility located along Rodovia Prefeito Abeilard Goulart de Souza (RJ-099), Piranema, Municipality of Itaguaí, State of Rio de Janeiro. The underlying property is identified as Rural Lot No. 704, Property Registration No. 14.285, with a Project subleased area of approximately 33,000 m² (3.3 hectares / 8.15 acres). Site control is provided through a Property Sublease Agreement with Energea Geração Distribuída de Energia do Brasil Ltda. under the Property Lease Agreement with Mitra Diocesana de Itaguaí, the underlying landowner, signed on July 10, 2019. The Project sublease ends on June 5, 2034. Any extension requires further agreement. The lease expressly permits development and operation of a photovoltaic generating facility and provides the lessee with the rights necessary to construct and operate associated roads, fencing and other improvements. A 2020 amendment expressly authorized partial or complete subleasing of the property for distributed-generation purposes, and on April 19, 2021, a 33,000 m² portion of the property was subleased to the Itaguaí III Project SPE.

Itaguaí is a municipality in the State of Rio de Janeiro with an economy characterized by a significant services and industrial base. The municipality benefits from its strategic coastal and transportation location, and current IBGE data reports GDP per capita of approximately R$97,431 in 2023. The project is located outside the central urban area along the RJ-099 corridor, while still having access to the municipal services available in Itaguaí. Emergency response infrastructure includes Delegacia Policial 50ª DP in central Itaguaí and local Military Police operations, as well as DBM 1/10 - Itaguaí - Corpo de Bombeiros, the local unit of the Rio de Janeiro State Fire Department. Medical emergency services are available through the municipality's emergency network, which includes UPA Itaguaí, Hospital Municipal São Francisco Xavier and SAMU emergency medical services.

Design

The initial engineering and design work for the Project was completed by Alexandria Indústria de Geradores S.A., which was contracted by Energea to perform the project's preliminary and executive electrical, mechanical and civil engineering, including system layout, PVsyst modeling, interconnection and substation design, tracker structural design, foundation studies and detailed construction documentation. The detailed design contemplated an approximately 1.367 MWp DC / 1.0 MW AC ground-mounted solar facility, utilizing LONGi bifacial monocrystalline modules, SMA Sunny Highpower 150-20 inverters, and a 1,000 kVA oil-filled transformer connecting the facility to LIGHT's medium-voltage distribution system. The modules are installed on Arctech Solar SkyLine independent-row, single-axis trackers, which provide a ±60° tracking range and utilize independently controlled rows with astronomical, tilt-sensor and AI-based tracking algorithms. The overall design incorporates the associated protection, metering, grounding and medium-voltage equipment required for operation and interconnection with LIGHT.

Major System Components

Component Name
Manufacturer and Model
Unit Quantity
Energea Notes
Modules
LONGi
LR5-72HBD 535M-540M

A BloombergNEF Tier 1 global solar module manufacturer founded in 2000 in Xi'an, China.
Inverters
SMA
Sunny Highpower 150-20

SMA is a leading German inverter manufacturer with more than 40 years of solar industry experience and has received the S&P Global's 2026 Tier 1 PV Inverter Supplier, supporting its strong bankability and global market position.
Tracker
Arctech - SkyLine (single-row tracker)

A leading global solar tracker and racking manufacturer founded in 2009, with more than 100 GW of systems supplied across 40+ countries and a No. 2 global tracker supplier ranking from major industry research firms.
CCTV
Intelbras
1 Speed dome and 1 Bullet
Intelbras is a Brazilian technology company founded in 1976 that specializes in the manufacturing of security and network solutions.

Energy Projection

Initial PVsyst energy projections for year 1 of operation for this Project were 2,308.1 MWh. The selected model uses a 2,308 MWh annual production baseline before applying 0.5% annual degradation. The LONGI modules exhibit minimal degradation over their lifespan, ensuring reliable long-term performance. They are warrantied to experience no more than 2.0% power loss in the first year of operation and an annual degradation rate of <0.45% thereafter over a 30-year lifespan. Enhanced resistance to light-induced degradation and elevated temperature-induced degradation further ensures minimal power loss, making them a great choice for the Project.

Interconnection

The Project is interconnected to the distribution system of Light Serviços de Eletricidade S.A. in Itaguaí, Rio de Janeiro. The interconnection process was developed alongside the adjacent Itaguaí I and II projects, with the three approximately 1 MW AC facilities structured as separate generating/consumer units while utilizing shared interconnection infrastructure. Sinergia Consultoria e Serviços Técnicos Ltda. was engaged to provide engineering and utility support for the Project, including medium-voltage and shared-substation engineering, preparation and submission of technical documentation to LIGHT, support obtaining the applicable Access Opinions, protection and substation approvals, and assistance through energization. The Sinergia engagement specifically contemplated separate 1 MW facilities for Itaguaí I, II and III and included milestones through approval of the shared substation and its eventual energization.

As part of the utility connection process, LIGHT issued construction and connection documentation covering three separate 1,000 kW installations associated with the adjacent facilities. The utility contemplated connection at 25 kV and identified the necessary distribution-system improvements, including network, pole and equipment installation. LIGHT's estimated cost for these works was approximately R$ 48,301.00, with the full amount allocated to LIGHT through the applicable Distributor Liability Charge and no required customer financial contribution. LIGHT subsequently issued the Project's Access Opinion (DTE No. 14/21) on February 8, 2021, establishing the technical requirements for connection of the distributed-generation facility.

LIGHT subsequently established the contractual framework governing the Project's use of its distribution system through the applicable Distribution System Use Contract ("CUSD") and Regulated Energy Purchase Contract ("CCER"). These agreements identify the Itaguaí III consumer unit as Installation No. 430217424 / Cabine 3 and establish the commercial and operational relationship applicable to the facility, including use of LIGHT's distribution network and regulated electricity supply. The CUSD reflects service at 25 kV, 1,250 kVA of installed load, and 1,050 kW of contracted demand. The CCER identifies the same Installation No. 430217424 and associated consumer unit.

The documentation reviewed confirms that the Project connects to LIGHT's LSA Zelitus feeder from the Brisamar distribution substation, with the connection point located on LIGHT's medium-voltage system serving the shared substation infrastructure. The utility agreements establish the ongoing responsibilities for operation, protection, metering and coordination with LIGHT, with the Project responsible for the electrical installations and system protection beyond the connection point.

Permitting

The Project complied with all applicable municipal, environmental and engineering requirements necessary for the construction, interconnection and operation of distributed generation solar facilities in the State of Rio de Janeiro.

HSEC Related Permits

Permit
Description
Status
Tree Removal Permit
An environmental authorization required when a project involves the removal or clearing of native vegetation.
Complete
Environmental License / Environmental Exemption Declaration
Municipal environmental authority declaration confirming that the Projects are exempt from environmental licensing requirements.
Complete
Fire Department Certificate / Exemption Declaration
Municipal Fire Department declaration confirming that the Projects are exempt from fire safety permitting requirements.
In Progress

Operations & Maintenance ("O&M)

Energea Brasil Operações LTDA has been selected as the O&M service provider for the Project. They have a Rio de Janeiro based solar O&M team comprised of experienced electricians along with the latest technology and tools which allow them to provide the highest level of service to the Project. Their field teams are supported by the office staff who will provide 24/7 monitoring, performance verification and general support for all asset management requirements. The O&M Contract includes monitoring, reporting, module cleaning, landscaping, preventative maintenance, emergency/corrective maintenance and technical calculations.

Energea maintains a strategic reserve of critical spare parts for each solar asset based on size, component profile and proximity to O&M service providers. This proactive inventory management approach is designed to minimize system downtime and ensure faster restoration of production capacity by allowing same day replacement of failed components during corrective maintenance visits.

Health, Safety, Environmental and Community ("HSEC")

Site Overview: The Plant is located in Itaguaí, a municipality in the Rio de Janeiro Metropolitan Region with approximately 117,000 inhabitants. From a security perspective, organized crime and militia activity represent a relevant local risk. However, from an environmental and community perspective, the overall assessment is positive, with no material concerns identified and no community complaints reported.

Environmental Licensing: The Project holds valid Operating Licenses through November 30, 2028. However, two outstanding environmental obligations were identified. First, under Tree Removal Permit No. PJ026/2021, evidence of compliance with the required donation of 400 native tree seedlings as environmental compensation was not identified. Energea is currently addressing this matter with the relevant environmental authority to ensure compliance and mitigate the risk of potential penalties. Second, an outstanding obligation remains under the Environmental Compensation and Mitigation Agreement (TMC), with an estimated balance of R$ 21,690.81 to be provided to the Itaguaí Environmental Department through additional compensation measures. Compliance with this obligation is pending further instructions from the environmental authority, and Energea is actively following up on both matters until they are fully discharged.

Environmental Assessment: An environmental assessment was conducted by a technically qualified environmental consultant, covering documentary and spatial aspects of Itaguaí I, II and III. The review confirmed that no apparent interference was identified with nearby Conservation Units, Indigenous Lands, Quilombola communities, Caves, or Archaeological Heritage Areas.

The spatial review also noted that, although the project appears to maintain adequate separation from nearby watercourses, a topographic verification was recommended to confirm compliance with the applicable Permanent Preservation Area (APP) buffer in river sections wider than 10 meters.

Security and Organized Crime: Official records from the Rio de Janeiro State Public Prosecutor's Office (MPRJ/GAECO) confirm the historical presence of organized militia activity in Itaguaí, including extortion, illegal security fees and other violent crimes. Investigations under Operation Freedom resulted in the conviction of 37 members of a militia operating in the municipality. This risk is also relevant to the Project, as a July 2024 incident report documented alleged militia-related threats involving local service/security providers and Energea personnel, following which additional security measures were adopted.

Site Related Incidents: In 2024, three relevant incidents were recorded in connection with the Itaguaí operations: (i) an O&M employee was assaulted during an off-site robbery while traveling to the plant in March; (ii) a wildfire affected the Itaguaí facilities in June, causing material damage but no injuries; and (iii) in July, a security incident involving alleged local militia activity and threats to O&M personnel was reported, leading to the temporary removal of employees from the site. Energea subsequently implemented and recommended additional security and preventive measures to mitigate recurrence and protect field personnel.

Service Providers

The due diligence metrics outlined below are intended to ensure the selection of reliable and economically sound companies to provide regular services for the Project. These procedures aim to verify that potential contractors are financially healthy, committed to fulfilling their tax, labor and civil obligations, and help mitigate legal-related risks in accordance with applicable laws and regulations.

Energea Service Providers Due Diligence

Category
Documents
Corporate
Company registration documents; Insurance Policies; Operating License and applicable permits
Financial
Income Tax Return; Balance Sheet; Cash Flow Statement; Tax Status Report
Experience & Qualifications
Service Provider Portfolio (location, capacity and stage); Technical responsibility and experience certificates; Commercial references; Technical/Regulatory Compliance Certificates, if applicable
Personnel
Field employee registration records; Occupational Health Certificates
Certificates
Municipal, State and Federal Tax Clearance Certificates; Social Security/FGTS Compliance Certificate; Labor Debt Clearance Certificate
Safety
PPE issuance records; Occupational Health Program; Risk Management Program; Safety Training Certificates

Employees

The Project and Owner place health and safety at the core of their operations, implementing a range of measures to mitigate the risk of accidents or incidents during the execution of works. The actions outlined in the table below are specifically designed to protect our O&M employees while performing their duties on-site.

Health and Safety Summary

Safety Measure
Description
Risk Inventory
Tool to identify, eliminate, and/or mitigate risks for all O&M activities.
Emergency Response Plan
Procedures to respond effectively to emergencies and minimize risks to personnel, assets and the environment.
Occupational Health Medical Control Program
Medical examinations (pre-employment and periodic) to evaluate employee fitness for field activities.
Personal Protective Equipment (PPE)
Equipment to protect workers against occupational hazards.
Safety Barriers
Physical barriers installed in Energea's SPEs to isolate risk areas and prevent unauthorized access.
Safety Signage
Mandatory signage installed in the plant:
  1. Mandatory use of PPE
  1. Risk of electric shock
  1. Fire extinguisher
  1. Speed Limit
  1. Construction zone
  1. No smoking
  1. Emergency evacuation meeting point
Courses and Training
O&M safety training in compliance with Brazilian standards:
  1. NR 10 - Electrical safety
  1. NR 10 + SEP - High-voltage systems
  1. NR 6 - Use of PPE
  1. NR 12 - Machinery operation safety
  1. NR 18 - Construction site safety
  1. NR 23 - Fire Protection

Insurance

The Project is insured under a comprehensive insurance framework consistent with Energea's portfolio-wide risk management standards, including engineering (machinery breakdown and business interruption) insurance, business interruption and general liability insurance. The same policy covers all Projects in the portfolio and includes standard risk extensions such as professional fees, debris removal, expediting expenses, theft, and power surge events. Deductibles apply on a per-claim, per-site basis. The policy term is annual and renewable, providing ongoing protection during operations.

Engineering / Machinery Breakdown Insurance
The Project benefits from an annual engineering insurance policy that provides coverage for physical damage to solar and related energy infrastructure, including mechanical and electrical components.

Business Interruption
The policy also includes coverage for loss of profits/business interruption arising from insured damage, subject to a defined indemnity period.

General Liability Insurance
The Project is further covered by an annual general liability policy providing protection against third-party claims arising from the development, ownership, and operation of the Project. Coverage includes public liability, employers' liability, and associated legal defense costs, subject to defined limits of indemnity and deductibles. The policy includes standard extensions such as cross-liability, contractors' liability, sudden and accidental pollution, and liability arising from subcontracted activities or joint ventures. The policy is written on a claims-made basis and applies on a primary basis, with territorial limits aligned to the Company's operating footprint.

Together, these policies provide a robust insurance structure addressing both asset-level operational risks and third-party liability exposure, consistent with market standards for distributed solar and energy infrastructure projects and aligned with Energea's portfolio-level risk mitigation approach.



Financial Summary

The nominal after-tax IRR of Itaguaí III's sponsor equity investors is projected to be 16.34% with an estimated payback of 6 years, 8 months and 4 days. The income statement, cash flow statement and balance sheet up until 2035 (shown annually) are presented in Exhibit 1.

Capital Expenses ("CAPEX")

CAPEX assumptions are set as seen on the table below.

Capital Expenditures Assumptions


US Dollars (USD)
$/Wdc (USD)
Acquisition Costs
$1,035,674.00
$0.7576



Additional Costs
$14,026.00
$0.0103



Project Soft Costs
$138.00
$0.0001



Developer Fee
$51,984.00
$0.0380



Total CAPEX (All-in)
$1,101,822.00
$0.8060

Offtaker

Rather than relying on a single traditional corporate Offtaker, the Project operates under a shared-generation consortium structure through Consórcio II de Geração Compartilhada de Energia Elétrica Energea, which serves as Energea's contractual lessee and manages a diversified portfolio of participating low-voltage Class B consumer accounts, which may include residential, commercial and other eligible low-voltage electricity consumers that receive the Project's allocated energy credits on their monthly utility bills. The Equipment Rental Agreement between the Project SPE and the Consortium was executed on April 19, 2021. The Consortium is responsible for managing the underlying customer portfolio, replacing customers that leave the program and maintaining sufficient participating consumption to utilize 100% of the Project's available electricity credits. Importantly, the Consortium remains responsible for its contractual payments to Energea regardless of changes or activity associated with individual customers, reducing the Project's direct reliance on any single end-use customer.

Revenue

The Project's revenue is generated through a long-term Equipment Rental Agreement and associated O&M Agreement between Energea Itaguaí III Aluguel de Equipamentos e Manutenção Ltda. and Consórcio II de Geração Compartilhada de Energia Elétrica Energea. Under the Equipment Rental Agreement, Energea retains ownership of the Project while leasing the generating equipment to the Consortium for use under Brazil's distributed-generation framework. The agreement has a 25-year term from the Initial Rental Date, which occurs once the Project has achieved Commercial Operation, with the ability to extend by mutual written agreement. The initial equipment rental payment is R$90,000.00 per month, adjusted annually by IPCA. In addition to the fixed rental payment, the O&M Agreement provides a variable monthly service fee based on the energy generated and actually compensated to participating consumer units. The fee is calculated using LIGHT's applicable compensable tariff, less a 15% customer discount, and is further adjusted for TUSD charges, the monthly equipment rental payment and any recorded customer payment defaults.

Operating Expenses ("OPEX")

The model assumes the Operating Expenses priced as seen on the table below. All prices are re-adjusted by IPCA annually, which is currently assumed at 5% annual rate of change.

Operating Expenses Assumptions

Description
Cost Basis
Operations & Maintenance
R$ 19,845.08 / month
Security
R$ 11,000.00 / month
Module Cleaning
R$ 7,000.00 / year
Land Rental
R$ 6,123.33 / month
Insurance
R$ 30,000.00 / year
Utilities
R$ 500.00 / month
Banking Fees
R$ 200.00 / month
Credit Management Software
4% of gross revenue
Entity Expenses
R$ 300.00 / month
Monitoring Software
R$ 593.44 / month

Taxes

Tax Assumptions

Applied Taxes
Rental revenue net of consortium expenses
R$ 11,486,588.87
ISS-taxable service revenue
R$ 8,440,459.62
Total modeled project revenue
R$ 19,920,999.18


Modeled presumed-profit taxable income (35.2%)
R$ 7,012,191.71

Taxes
Base Rate
Application
$BRL Amount Calculated
Effective Rate on Gross Rev
PIS&COFINS
7.00%
% of Gross Revenue
R$ 1,394,469.94
7.00%
ISS
5.00%
% of positive monthly service revenue
R$ 422,022.98
2.12%
ICMS**
32.00%
% of Sales Revenue
R$ 0.00
0.00%
IRPJ
15% + 10%
15% of taxable income; 10% on income above R$20,000/month
R$ 1,528,701.14
7.67%
CSLL
9.00%
% of Taxable Income
R$ 631,097.25
3.17%
Total Taxes
R$ 3,976,291.31
19.96%
*Amounts are in BRL for calendar years 2026-2035, including a partial 2026. Revenue and tax bases follow the selected model.
**ICMS is not charged, as these Projects do not sell power, only rent the power plant to the Consortium of Subscribers



Legal Summary

Each of the contracts that comprise the Project has been reviewed by the Manager. This section specifically comments on the review of the following contracts:

  1. SPE Social Contract
  2. Purchase Agreement
  3. Property Sublease Agreement
  4. Equipment & Land Rental Agreement
  5. Operations and Maintenance Services Agreement

SPE Social Contract

Corporate Name
Energea Itaguai III Ltda.
Incorporation Date
22/07/2020
CNPJ
37.818.831/0001-85
Address
Estrada RJ-099, No. 704, Piranema, Itaguaí/RJ
Structure
Brazilian Limited Liability Company
Quotaholder
Energea Portfolio 2 LP
Management
Mike Silvestrini
Isabella Vieira Mendonça

Purchase Agreement

Contract
Quota Purchase Agreement
Date
September 1st, 2026
Parties
Victory Hill Holdings Brasil S.A. as Seller
Energea Portfolio 2 LP as Purchaser
Object
Acquisition of all the rights, title and interest of Seller in and to the quotas of Energea Itaguaí III Ltda., free and clear of any and all liens and encumbrances
Purchase Price
R$ 4,957,086.21

Property Sublease Agreement

Contract
Property Sublease Agreement
Sublessor
Energea Geração Distribuída de Energia do Brasil Ltda.
Sublessee
Energea Itaguaí III Ltda.
Sublease Execution Date
April 19, 2021
Site
Estrada/Rodovia RJ-099, No. 704, Piranema, Itaguaí, Rio de Janeiro
Total Parcel Area
10.63 hectares
Leased Area
3.3 hectares
Lease Term
April 19, 2021 through June 5, 2034
Lease Extension
Further agreement required beyond June 5, 2034
Property Registration
No. 14.285 - 2nd Court of Justice / Registry of Itaguaí
Annual Base Rent
R$48,000.00 / year
Rent Escalation
Annually by IPCA; IGPM applies if IPCA ceases and no statutory replacement exists
Decommissioning
Under the underlying lease, the Lessee is required to remove the solar generating facility and return the property to its prior condition. Lessor may elect to retain the improvements/facility subject to the compensation provisions of the agreement.
Assignment
The Project SPE may sublease all or part of the Subleased Area without the Sublessor's prior consent. Assignment, sublease or lending to companies in the same economic group and/or its clients is expressly authorized.

Offtaker Agreements

Contract
Equipment Rental Agreement
Lessor
Energea Itaguaí III Ltda.
Lessee
Consórcio II de Geração Compartilhada de Energia Elétrica Energea (CNPJ 41.264.373/0001-57)
Agreement Date
April 19, 2021
Object
Rental of the Itaguaí III photovoltaic plant (1,291 kWp DC / 1,000 kW AC) at Estrada RJ-99, n° 704, Piranema, Itaguaí/RJ (Matrícula 14.285). The Lessee's consumer units, all low-voltage Class B, receive distributed-generation energy credits under ANEEL REN 482/2012.
Term
25 years from the Initial Rental Date. That date is when Energea notifies Commercial Operation; the estimate in the contract was September 2021.
Extension
May be extended through a mutually executed amendment signed at least 30 days before expiration.
Initial Rental Payment
R$90,000.00/month.
Payment Terms
Monthly invoice issued by the 2nd business day of each month, paid within 5 business days of receipt. Late payment carries a 2% fine and 1% monthly interest pro rata die. The Lessee must keep a Customer List consuming 100% of the credits and replace any departing member. It gets no payment relief if consortium members default.
Rent Escalation
IPCA every 12 months from the Effective Date. IGP-M/FGV applies if IPCA is discontinued with no legal substitute.
Governing Law
Brazilian law. FIESP arbitration seated in Rio de Janeiro, with 3 arbitrators and English as the language. The Central Forum of Rio de Janeiro is available for interim and enforcement measures. Invoice disputes may go to court after 10 days of discussion. The English version prevails.
Contract
Operation & Maintenance Service Agreement
Parties
Energea Itaguaí III Ltda. as Contractor;
Consórcio II de Geração Compartilhada de Energia Elétrica Energea as Company
Date
March 18, 2021
Object
O&M services for the Itaguaí III Project: panel, inverter and field inspections twice a year, plus monitoring, reporting and corrective and preventive maintenance. The Contractor may subcontract but stays liable.
Term
From the Effective Date until 25 years after the Initial Operating Date
Extension
May be extended through a mutually executed amendment signed at least 30 days before expiration.
Price
Monthly fee: VSm = TCm × (1 - 15%) × CEm - TUSD - EQm - Dm. In words, the compensable utility tariff (including ICMS, PIS and COFINS) × 85% × compensated energy, less three items: the plant's TUSD bill, the rent paid under the Equipment Rental Agreement, and consumer-unit payment defaults recorded that month.
Payment Terms
Monthly invoice in the month after the services, paid within 5 business days of the Invoice Date. Late payment carries a 2% fine and 1% monthly interest pro rata die.
Escalation
IPCA annually from the Effective Date
Minimum Discount
15% on the compensable tariff, built into the fee formula
Minimum Generation and Minimum Consumption
None. There is no generation guarantee and no minimum consumption obligation. The Rental Agreement separately requires a Customer List consuming 100% of the credits.
Governing Law
Brazilian law. FIESP arbitration seated in Rio de Janeiro, with 3 arbitrators and English as the language. No court forum is chosen for interim or enforcement measures. The English version prevails.

Operations and Maintenance Agreement

Contract
Agreement for the provision of Operation and Maintenance Services
Parties
Energea Itaguaí III Ltda. as Owner
Energea Brasil Operações Ltda. as Contractor
Date
July 3rd, 2023
Object
Provision of all activities and obligations related to the operation and maintenance of the project, including monitoring, preventative maintenance, module cleaning, security, landscaping, corrective maintenance, management of spare parts, enforcement of warranties and guarantees and reporting.
Term
10 years
Price
BRL 17,271.98
Payment Terms
Monthly, on the 1st day of the month during which the services are to be performed.
Price Adjustment
Yearly, in accordance with IPCA.

Documentation Checklist


Document Name
Status
SPE
Social Contract
Confirmed
National Registration
Confirmed
State and Municipal Registration
Confirmed
Purchase and Sale Agreement
Confirmed
Site
Site Photos
Confirmed
Land Owner Documentation
Confirmed
Property Lease Agreement
Confirmed
Blocking Mining Rights
Confirmed
Site Polygonal
Confirmed
Design and Application
Energy Resource Study
Confirmed
Interconnection
Parecer de Acesso
Confirmed
CUSD
Confirmed
CCER
Confirmed
Permit
Fire Department Approval (CAS)
Confirmed
Tree Removal Permit
Confirmed
Environmental License
Confirmed
Installation License (LI)
Confirmed
Operational License (LO)
Confirmed
Offtaker
Revenue Agreement
Confirmed
O&M
O&M Agreement
Confirmed
Investment
Project Model
Confirmed

The Investment Committee members have performed the necessary review of the Project and hereby approve the Itaguaí III Project for investment by the Company.



Signatures

Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Energea Portfolio 2 LP

By: Energea Global LLC

By /s/ MICHAEL SILVESTRINI
Name: Michael Silvestrini
Title: Co-Founder and Managing Partner

This document has been signed by the following person in the capacities and on the date indicated.

By /s/ MICHAEL SILVESTRINI
Name: Mike Silvestrini
Title: Co-Founder and Managing Partner of Energea Global LLC (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Date: October 13, 2026



Exhibit 1 - Forecasted Financial Statements

ENERGEA ITAGUAÍ III LTDA
CONSOLIDATED BALANCE SHEETS











December 31,

2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
Assets










Current assets:










Cash and cash equivalents
R$ 115,978
R$ 119,267
R$ 122,691
R$ 126,255
R$ 129,964
R$ 133,824
R$ 137,842
R$ 142,023
R$ 146,375
R$ 150,903
Accounts receivable
0
0
0
0
0
0
0
0
0
0
Prepaid expenses and other current assets
0
0
0
0
0
0
0
0
0
0
Total current assets
115,978
119,267
122,691
126,255
129,964
133,824
137,842
142,023
146,375
150,903
Property and equipment
5,226,885
5,651,778
5,651,778
5,651,778
5,651,778
5,651,778
5,651,778
5,651,778
5,651,778
5,651,778
Depreciation
(88,897)
(305,026)
(531,069)
(757,112)
(983,155)
(1,209,199)
(1,435,242)
(1,661,285)
(1,887,328)
(2,113,371)
Tax credits
11,809
11,809
11,809
11,809
11,809
11,809
11,809
11,809
11,809
11,809
Other assets
0
0
0
0
0
0
0
0
0
0
Total assets
R$ 5,265,775
R$ 5,477,828
R$ 5,255,209
R$ 5,032,729
R$ 4,810,395
R$ 4,588,213
R$ 4,366,187
R$ 4,144,325
R$ 3,922,634
R$ 3,701,119










Liabilities and stockholders' equity










Current liabilities:










Accounts payable
R$ 0
R$ 0
R$ 0
R$ 0
R$ 0
R$ 0
R$ 0
R$ 0
R$ 0
R$ 0
Short-term debt
0
0
0
0
0
0
0
0
0
0
Accrued expenses and other current liabilities
0
0
0
0
0
0
0
0
0
0
Total current liabilities
0
0
0
0
0
0
0
0
0
0
Tax payable
0
0
0
0
0
0
0
0
0
0
Long-term debt
0
0
0
0
0
0
0
0
0
0
Other liabilities
0
0
0
0
0
0
0
0
0
0
Total liabilities
0
0
0
0
0
0
0
0
0
0










Stockholders' equity:










Additional paid-in capital
5,299,382
5,724,276
5,724,276
5,724,276
5,724,276
5,724,276
5,724,276
5,724,276
5,724,276
5,724,276
Retained earnings
(33,608)
(246,447)
(469,067)
(691,546)
(913,880)
(1,136,063)
(1,358,088)
(1,579,950)
(1,801,642)
(2,023,157)
Total stockholders' equity
5,265,775
5,477,828
5,255,209
5,032,729
4,810,395
4,588,213
4,366,187
4,144,325
3,922,634
3,701,119
Total liabilities and stockholders' equity
R$ 5,265,775
R$ 5,477,828
R$ 5,255,209
R$ 5,032,729
R$ 4,810,395
R$ 4,588,213
R$ 4,366,187
R$ 4,144,325
R$ 3,922,634
R$ 3,701,119




ENERGEA ITAGUAÍ III LTDA
CONSOLIDATED STATEMENTS OF INCOME











December 31,

2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
Gross revenue
R$ 569,285
R$ 1,744,897
R$ 1,849,831
R$ 1,931,738
R$ 2,017,267
R$ 2,106,577
R$ 2,199,835
R$ 2,297,216
R$ 2,398,902
R$ 2,505,083
Taxes on revenue:










PIS / COFINS
39,850
122,143
129,488
135,222
141,209
147,460
153,988
160,805
167,923
175,356
ISS
0
0
0
0
0
0
0
0
0
0
Total taxes on revenue
39,850
122,143
129,488
135,222
141,209
147,460
153,988
160,805
167,923
175,356
Net revenue
529,435
1,622,754
1,720,343
1,796,517
1,876,058
1,959,116
2,045,847
2,136,411
2,230,979
2,329,727
Costs and expenses:










Operations and maintenance
98,303
242,110
254,216
266,926
280,273
294,286
309,001
324,451
340,673
357,707
Security
62,387
134,200
140,910
147,956
155,353
163,121
171,277
179,841
188,833
198,275
Module cleaning
7,000
7,350
7,718
8,103
8,509
8,934
9,381
9,850
10,342
10,859
Land or roof rental
30,617
74,705
78,440
82,362
86,480
90,804
95,344
100,111
105,117
110,373
Insurance
41,675
31,500
33,075
34,729
36,465
38,288
40,203
42,213
44,324
46,540
Utilities
2,000
6,100
6,405
6,725
7,062
7,415
7,785
8,175
8,583
9,012
Credit management
17,451
69,796
73,993
77,270
80,691
84,263
87,993
91,889
95,956
100,203
Banking fees
909
2,440
2,562
2,690
2,825
2,966
3,114
3,270
3,433
3,605
Interest penalty
283
0
0
0
0
0
0
0
0
0
Operational management fees
11,858
0
0
0
0
0
0
0
0
0
Entity expenses
1,200
3,660
3,843
4,035
4,237
4,449
4,671
4,905
5,150
5,407
Monitoring software
2,940
7,240
7,602
7,982
8,381
8,800
9,240
9,702
10,187
10,697
Total costs and expenses
276,622
579,101
608,763
638,778
670,274
703,326
738,010
774,406
812,599
852,678
Income from operations
252,813
1,043,654
1,111,580
1,157,739
1,205,783
1,255,790
1,307,837
1,362,006
1,418,380
1,477,049
Interest and other income (expense), net
0
0
0
0
0
0
0
0
0
0
Depreciation and amortization
(88,897)
(216,129)
(226,043)
(226,043)
(226,043)
(226,043)
(226,043)
(226,043)
(226,043)
(226,043)
Income before provision for income taxes
163,916
827,525
885,537
931,695
979,740
1,029,747
1,081,794
1,135,962
1,192,337
1,251,006
Provision for income taxes
59,790
184,829
197,388
207,190
217,426
228,115
239,276
250,931
263,101
275,808
Net income
R$ 104,126
R$ 642,696
R$ 688,149
R$ 724,505
R$ 762,314
R$ 801,632
R$ 842,518
R$ 885,032
R$ 929,236
R$ 975,197





ENERGEA ITAGUAÍ III LTDA
CONSOLIDATED STATEMENTS OF CASH FLOWS











December 31,

2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
Cash flows from operating activities










Net income
R$ 104,126
R$ 642,696
R$ 688,149
R$ 724,505
R$ 762,314
R$ 801,632
R$ 842,518
R$ 885,032
R$ 929,236
R$ 975,197
Adjustments in net income:










Depreciation and amortization
88,897
216,129
226,043
226,043
226,043
226,043
226,043
226,043
226,043
226,043
Other
0
0
0
0
0
0
0
0
0
0
Changes in assets and liabilities:










Accounts receivable
0
0
0
0
0
0
0
0
0
0
Prepaid expenses and other current assets
0
0
0
0
0
0
0
0
0
0
Other assets
0
0
0
0
0
0
0
0
0
0
Accounts payable
(6,644)
0
0
0
0
0
0
0
0
0
Other liabilities
(5,165)
0
0
0
0
0
0
0
0
0
Net cash provided by operating activities
181,214
858,825
914,192
950,548
988,357
1,027,675
1,068,561
1,111,075
1,155,280
1,201,241
Cash flows from investing activities










Purchases of property and equipment, net
(5,226,885)
(424,893)
0
0
0
0
0
0
0
0
Other investing activities, net
0
0
0
0
0
0
0
0
0
0
Net cash used in investing activities
(5,226,885)
(424,893)
0
0
0
0
0
0
0
0
Cash flows from financing activities










Issuance (repayment) of debt
0
0
0
0
0
0
0
0
0
0
Issuance (reduction) of equity capital
5,299,382
424,893
0
0
0
0
0
0
0
0
Distributions paid to investors
(137,733)
(855,535)
(910,769)
(946,985)
(984,648)
(1,023,815)
(1,064,543)
(1,106,893)
(1,150,928)
(1,196,712)
Net cash used in financing activities
5,161,649
(430,642)
(910,769)
(946,985)
(984,648)
(1,023,815)
(1,064,543)
(1,106,893)
(1,150,928)
(1,196,712)










Net increase (decrease) in cash
115,978
3,289
3,424
3,564
3,709
3,860
4,018
4,181
4,351
4,528
Cash at beginning of the period
0
115,978
119,267
122,691
126,255
129,964
133,824
137,842
142,023
146,375
Cash at end of the period
R$ 115,978
R$ 119,267
R$ 122,691
R$ 126,255
R$ 129,964
R$ 133,824
R$ 137,842
R$ 142,023
R$ 146,375
R$ 150,903








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