Current Report - Itaguai Ii (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 II ("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 $766,800.00 USD with a projected IRR of 16.25% ($USD).

Key Information

General Information

Stakeholders

Uses of Capital and Project Economics

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 surveyed area of approximately 33,000 m² (3.3 hectares / 8.15 acres). Site control is provided through a Property Lease Agreement with Mitra Diocesana de Itaguaí, the underlying landowner, originally executed on July 10, 2019. The lease has an initial 15-year term through June 2034, together with a lessee-controlled option to extend the lease for an additional 15 years, subject to at least 12 months' prior written notice. 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 May 2020 amendment expressly authorized partial or complete subleasing of the property for distributed-generation purposes, and in April 2021 Energea Geração Distribuída de Energia do Brasil Ltda. subleased the Project area to the Itaguaí II 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. Alexandria's 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

Energy Projection

Initial PVsyst energy projections for year 1 of operation for this Project were 2,399.1 MWh. Based on historic actual production figures for the Project, it's projected to produce 2,308 MWh during its 4^th year of operation. 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 III 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 for the Project covering two 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 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 establish the commercial and operational relationship applicable to the consumer unit, including use of LIGHT's distribution network and regulated electricity supply.

Following construction and the utility approval process, LIGHT executed Operating Agreement No. 63/2022, dated August 8, 2022, governing the permanent parallel operation of the generating facility with LIGHT's distribution system. The facility is interconnected at 25 kV through the LSA Zelitus feeder from the Brisamar distribution substation and utilizes a conventional armored medium-voltage substation. The agreement establishes the ongoing operational relationship with LIGHT, including responsibilities for operation and maintenance, outages, protection systems, communications and coordination with the utility. LIGHT is responsible for its facilities through the delivery point, while the accessor is responsible for its facilities beyond that point. The agreement has an initial one-year term with automatic renewal for successive one-year periods unless terminated by either party.

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

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

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

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 II's sponsor equity investors is projected to be 16.25% with an estimated payback of 5 years, 9 months and 5 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

Offtaker

The Project's offtaker is Condomínio do Shopping da Habitação ("Casa Shopping"), the entity responsible for Casa Shopping, a large retail and commercial complex located in Barra da Tijuca, Rio de Janeiro. Casa Shopping was inaugurated in 1984 as Brazil's first shopping center specialized in home furnishings and decoration and has since expanded from approximately 18,000 m² to approximately 70,000 m² of gross leasable area (ABL). Casa Shopping describes itself as the largest and most comprehensive home-design and decoration shopping center in Latin America and serves as an established destination for architects, interior designers and consumers in the Rio de Janeiro market.

The complex has diversified beyond its original home-design focus and currently includes furniture and decoration retailers, restaurants, entertainment, fitness facilities, professional services and corporate/office space, providing a diversified commercial tenant base. Casa Shopping has operated for more than 40 years, including multiple expansions of the property, providing a significant operating history relative to the Project's long-term revenue arrangement. Historical credit diligence performed for the Project identified the legal entity as an active condominium incorporated in 1985 and classified it as a large company by Orbis.

Revenue

The Project generates revenue through a combined fixed equipment rental and variable O&M structure with Casa Shopping, governed collectively by the Rental Agreement, O&M Agreement and overarching Umbrella Agreement. Under the Rental Agreement, Casa Shopping pays Energea a fixed base rent of R$ 69,119.00 per month, adjusted in accordance with IPCA. The associated O&M Agreement provides a monthly true-up based on the amount of energy actually compensated to Casa Shopping's consumer units, using an agreed energy tariff of R$ 492.00/MWh. The O&M payment is calculated by multiplying the compensated energy by the agreed tariff and deducting the fixed rental payment, effectively resulting in combined Project revenue based on the contracted R$ 492.00/MWh energy rate, subject to the applicable utility costs and contractual adjustments. The Umbrella Agreement governs the combined economics of the two agreements and requires the total monthly amount payable by Casa Shopping to provide a minimum 30% economic benefit relative to the applicable conventional LIGHT tariff calculation; if the required benefit is not achieved, the shortfall is first applied as a reduction to the O&M payment and, if necessary, may also reduce subsequent rental payments. The contractual structure also requires annual generation to remain at or above 90% of the contracted Project value, below which Casa Shopping may revise the contracted volume and allocation of consumer units and potentially terminate the Project agreements without cost. The Rental and O&M agreements operate together for a 120-month (10-year) term beginning with the commencement of energy-credit compensation, with termination of one project agreement resulting in termination of the related agreements for the same Project. Alexandria's rights and obligations under the original agreements were subsequently assigned to the Itaguaí II Project Company, and the agreements were later amended to allow energy generated by the Project to be allocated to all existing and future consumer units within the Casa Shopping condominium, providing flexibility for the ongoing allocation of project generation.

Operating Expenses ("OPEX")

The model assumes the Operating Expenses, with its values 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

Taxes

Tax Assumptions

*All displayed values are sourced from Exhibit 1, in BRL, for 2026-2035 (partial 2026).

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:

SPE Social Contract

Purchase Agreement

Property Lease and Sublease Agreements

Offtaker Agreements

Operations and Maintenance Services Contract

Documentation Checklist

The Investment Committee members have performed the necessary review of the Project and hereby approve the Itaguaí II 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