09/25/2026 | Press release | Distributed by Public on 09/25/2026 13:00
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Section
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Page
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Caution Regarding Forward Looking Statements
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1
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Our Business
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3
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Description of Property
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3
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Projects Acquired and Owned
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3
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Loans Issued
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3
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Item 1. Management Discussion and Analysis of Financial Condition and Result of Operation
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4
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Summary of Key Accounting Policies
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4
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Investments
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4
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Impairment
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4
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Revenue Recognition
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4
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Market Outlook and Recent Trends
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5
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Distributions
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5
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Past Operating Results
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6
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Leverage
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7
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Liquidity and Capital Resources
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8
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Method of Accounting
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8
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Item 2. Other Information
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8
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Item 3. Consolidated Financial Statements
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8
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Index to Unaudited Consolidated Financial Statements
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8
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Item 4. Exhibits
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21
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Index to Exhibits and Description of Exhibits
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21
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Signatures
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22
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Project Name
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Entity Name
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Project Size (AC)
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Estimated Projected Cost
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Amount Invested**
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Memo
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West School
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Energea West School LLC
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240 kW
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$507,689
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$507,689
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Waltham
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Energea Waltham LLC
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466 kW
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$882,109
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$882,109
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Fresno Airport
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Energea Fresno LLC
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1.8 MW
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$2,760,930
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$2,760,930
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Redwood Valley
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Energea Redwood LLC
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95 kW
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$75,020*
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$19,119
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Sandlot
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Energea Sandlot LLC
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600 kW
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$416,139
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$416,139
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Total
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$4,641,887
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$4,585,986
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Borrower Name
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Closing Date
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Maximum Loan Amount
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Amount Lent*
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Memo
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CT Solar One LLC
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12/31/25
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$5,000,000
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$3,728,315
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Investor Distributions (1)
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Six months ended
June 30, 2026
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Six months ended
June 30, 2025 (2)
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Class A Investor Shares
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$257,943
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$144,536
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Class I Investor Shares
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$102
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-
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Total distributions to Investor Shareholders
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$258,045
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$144,536
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Section
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Page
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Consolidated Balance Sheet
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F-1
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Consolidated Statement of Operations
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F-2
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Consolidated Statement of Changes in Partners' Equity
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F-3
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Consolidated Statements of Cash Flows
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F-4
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Notes To Consolidated Financial Statements
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F-5
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Note 1 - Organization, Operations and Summary of Significant Accounting Policies
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F-5
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Note 2 - Property and Equipment
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F-10
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Note 3 - Loans Receivable
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F-10
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Note 4 - Related Party Transactions
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F-11
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Note 5 - Operating Lease
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F-11
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Note 6 - Partners' Equity
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F-12
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June 30, 2026 and December 31, 2025
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6/30/26
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12/31/25
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Unaudited
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Audited
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Assets
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Current assets:
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Cash and cash equivalents
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$ 263,003
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$ 1,970,251
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Other current assets
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280,230
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124,377
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Total current assets
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543,233
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2,094,628
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Property and equipment, net
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Property and equipment
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4,585,985
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4,418,031
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Total property and equipment
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4,585,985
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4,418,031
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Less accumulated depreciation
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(521,982)
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(410,379)
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Property and equipment, net
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4,064,003
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4,007,652
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Other assets:
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Loan receivable
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5,071,975
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815,114
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Operating lease right-of-use asset
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241,651
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256,755
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Due from related entity
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34
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-
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Total other assets
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5,313,660
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1,071,869
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Total assets
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$ 9,920,896
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$ 7,174,149
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Liabilities and members'/partners' equity
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Current liabilities:
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Accounts payable and accrued expenses
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$ 47,823
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$ 239,573
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Deferred revenue
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183,358
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53,082
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Operating lease liability, current portion
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6,084
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5,384
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Due to related entities
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54,267
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466
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Total current liabilities
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291,532
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298,505
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Operating lease liability, long-term portion
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277,884
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283,967
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Total liabilities
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569,416
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582,472
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Members'/ partners' equity
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9,351,480
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6,591,677
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Total liabilities and members'/partners' equity
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$ 9,920,896
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$ 7,174,149
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June 30, 2026 and June 30, 2025
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||||
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6/30/26
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6/30/25
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Unaudited
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Unaudited
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Revenue
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Project revenue
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$ 319,365
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$ 337,172
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Loan interest income
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167,306
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-
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486,671
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337,172
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Projects operating expenses:
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Depreciation
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111,604
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97,957
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Accounting
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3,570
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3,400
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Insurance
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25,116
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25,006
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Land rental
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55,126
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53,338
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Legal
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21,183
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2,869
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Operations and maintenance
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99,858
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33,369
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Other project operating expenses
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8,041
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4,098
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Total projects operating expenses
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324,498
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220,038
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Portfolio operating expenses:
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Accounting
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21,150
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22,160
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Management fees
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53,667
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23,089
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Regulatory
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8,290
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7,470
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Other general and administrative expenses
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8,357
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4,414
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Total portfolio operating expenses
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91,464
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57,133
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Income from operations
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70,709
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60,001
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Other income/(expense):
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Interest income
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16,797
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22,598
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Interest expense
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(16,200)
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-
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State tax expense
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(2,050)
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(1,800)
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Other income/(expenses)
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3,755
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(139)
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Total other operating income/(expense)
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2,302
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20,660
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Net income
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$ 73,011
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$ 80,661
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For the Six Months Ended June 30, 2026 (Unaudited)
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|||||||||
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General Partner
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Class A Limited Partners
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Class I Limited Partners
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Noncontrolling Interest
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Accumulated Earnings/(Deficit)
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Total Partners' Equity
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|||
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Shares
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Amount
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Shares
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Amount
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Shares
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Amount
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Partners' equity, December 31, 2025 (Audited)
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1,000,000
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$ -
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6,680,210
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$ 6,276,219
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-
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$ -
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$ 391,603
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$ (76,145)
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$ 6,591,677
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Issuance of investor shares, net of issuance costs of $200,476
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-
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2,854,919
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2,930,388
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19,177
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20,000
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-
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-
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2,950,388
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Non-dividend distributions
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-
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-
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(257,943)
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-
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(102)
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(5,551)
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-
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(263,596)
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Net income
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-
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-
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-
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-
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-
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-
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73,011
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73,011
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Partners' equity, June 30, 2026 (Unaudited)
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1,000,000
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9,535,129
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$ 8,948,664
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19,177
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$ 19,898
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$ 386,052
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$ (3,134)
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$ 9,351,480
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For the Six Months Ended June 30, 2025 (Unaudited)
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|||||||||
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General Partner
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Class A Limited Partners
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Class I Limited Partners
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Noncontrolling Interest
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Accumulated Earnings/(Deficit)
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Total Partners' Equity
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|||
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Shares
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Amount
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Shares
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Amount
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Shares
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Amount
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|||
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Members' equity, December 31, 2024 (Audited)
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1,000,000
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$ -
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4,484,663
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$ 4,170,425
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-
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$ -
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$ 403,364
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$ (64,793)
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$ 4,508,996
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Issuance of investor shares
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-
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1,094,852
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1,205,895
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-
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-
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-
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-
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1,205,895
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Non-dividend distributions
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|
-
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-
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(144,536)
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-
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-
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(5,833)
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-
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(150,369)
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Net income
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|
-
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-
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-
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-
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-
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-
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80,661
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80,661
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Partners' equity, June 30, 2025 (Unaudited)
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1,000,000
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5,579,515
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$ 5,231,784
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-
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$ -
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$ 397,531
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$ 15,868
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$ 5,645,183
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June 30, 2026 and June 30, 2025
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|||
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6/30/26
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6/30/25
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|
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Cash flows from operating activities:
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|
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Net income
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$ 73,011
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$ 80,661
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Depreciation
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111,604
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97,957
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Non-cash lease expense
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9,721
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10,337
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Changes in assets and liabilities:
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|
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Due from related entity
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(34)
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|
-
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Other current assets
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(155,853)
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|
(211,087)
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Accounts payable and accrued expenses
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(191,750)
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(214,869)
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Deferred revenue
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130,276
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-
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Due to related entities
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53,801
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|
75
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|
Total cash flows from operating activities
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30,776
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(236,926)
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Cash flows from investing activities:
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|
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|
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Purchases of property and equipment
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(167,955)
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(41,051)
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Loan receivable
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(4,256,861)
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|
-
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Total cash flows from investing activities
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(4,424,816)
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(41,051)
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Cash flows from financing activities:
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|
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Proceeds from issuance of investor shares
|
3,150,864
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1,205,895
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Investor shares issuance costs
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(200,476)
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|
-
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Distributions
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(263,596)
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(150,369)
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Total cash flows from financing activities
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2,686,792
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1,055,526
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Net change in cash and cash equivalents
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(1,707,248)
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|
777,549
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Cash at the beginning of the year
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1,970,251
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|
916,638
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Cash at the end of the year
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$ 263,003
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|
$ 1,694,187
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Procedure
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Example
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Step 1 - Identify the Contract
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Power Purchase Agreement, Lease Agreement
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Step 2 - Identify the Performance Obligations
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Delivery of electricity from Project
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Step 3 - Determine the Transaction Price
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Amount contractually signed with Subscriber
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Step 4 - Allocate the Transaction Price
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Obligation is satisfied by transferring control of the electricity produced to the Subscriber
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Step 5 - Recognize Revenue
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At a point in time when the Subscriber is invoiced
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6/30/26
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12/31/25
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Beginning property and equipment
|
|
$ 4,418,031
|
|
$ 3,975,218
|
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Additions
|
|
167,954
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|
442,813
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Ending property and equipment
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|
4,585,985
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4,418,031
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|
|
|
|
|
|
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Beginning accumulated depreciation
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|
(410,379)
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|
(207,828)
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Depreciation expense
|
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(111,604)
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(202,551)
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Ending accumulated depreciation
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(521,982)
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|
(410,379)
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Property and equipment, net
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$ 4,064,003
|
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$ 4,007,652
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Project
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Entity Name
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|
June 30, 2026
|
|
December 31, 2025
|
|
West School
|
Energea West School LLC
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$ 385,975
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$ 385,548
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Waltham
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Energea Waltham LLC
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|
754,796
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|
774,143
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Fresno Airport
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Energea Fresno LLC
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2,506,231
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2,445,651
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Redwood
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Energea Redwood LLC
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|
17,658
|
|
8,726
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|
Sandlot
|
Energea Sandlot LLC
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|
399,343
|
|
393,584
|
|
Total property and equipment, net
|
|
$ 4,064,003
|
|
$ 4,007,652
|
|
|
2027
|
|
$ 43,000
|
|
|
2028
|
|
43,000
|
|
|
2029
|
|
43,000
|
|
|
2030
|
|
43,000
|
|
|
2031
|
|
43,000
|
|
|
Thereafter
|
|
473,000
|
|
Total future undiscounted lease payments
|
|
|
688,000
|
|
Lease interest
|
|
|
(404,032)
|
|
Lease liability
|
|
|
$ 283,968
|
|
Exhibit No.
|
Description of Exhibit
|
|
2.1**
|
Certificate of Formation of the Company filed with the Delaware Secretary of State on March 11, 2021 (incorporated by reference to the copy thereof filed as Exhibit 1A-2A to the Company's Form 1-A filed January 11, 2024).
|
|
2.2**
|
Limited Liability Company Agreement of the Company dated March 22, 2021 (incorporated by reference to the copy thereof filed as Exhibit 1A-2B to the Company's Form 1-A filed January 11, 2024).
|
|
2.3**
|
|
|
2.4**
|
|
|
2.5**
|
|
|
3.1**
|
Redemption Plan (incorporated by reference to the copy of thereof filed as Exhibit 3.1 to the Company's Form 1-A filed April 2, 2024)
|
|
4.1**
|
Form of Investment Agreement (incorporated by reference to the copy thereof filed as Exhibit 3.1 to the Company's Form 1-A filed January 11, 2024).
|
|
4.2**
|
|
|
4.3**
|
|
|
4.4**
|
|
|
6.1**
|
Solar Power Purchase Agreement between Phytoplankton Ponus Ridge Solar LLC and New Canaan Public Schools dated December 2, 2020 (incorporated by reference to the copy thereof filed as Exhibit 1A-4B to the Company's Form 1-A filed January 11, 2024).
|
|
6.2**
|
Solar Photovoltaic (PV) System Construction Agreement between Centurion Solar Energy LLC and Phytoplankton Ponus Ridge Solar LLC dated December 4, 2020 (incorporated by reference to the copy thereof filed as Exhibit 1A-4C to the Company's Form 1-A filed January 11, 2024).
|
|
6.3**
|
Operation and Maintenance Agreement between Phytoplankton Ponus Ridge Solar LLC and Plankton Asset Management LLC dated as of December 11, 2020 (incorporated by reference to the copy thereof filed as Exhibit 1A-4D to the Company's Form 1-A filed January 11, 2024).
|
|
6.4**
|
Development and Construction Management Agreement between Plankton Energy LLC and the Company dated March 31, 2021 (incorporated by reference to the copy thereof filed as Exhibit 1A-4E to the Company's Form 1-A filed January 11, 2024).
|
|
6.5**
|
Membership Interest Purchase Agreement between Plankton Energy LLC and the Company dated March 30, 2021 (incorporated by reference to the copy thereof filed as Exhibit 1A-4F to the Company's Form 1-A filed January 11, 2024).
|
|
11.1**
|
|
|
11.2
|
Consent of Norton Rose Fulbright US LLP, (included in Exhibit 12.1)
|
|
12.1**
|