Quick answer
Shasta Power Fund II, LLC is offering Class A Units under Regulation A (Tier 2), the SEC exemption sometimes called a "mini-IPO," at $1,000 per Class A Unit with a minimum investment of $10,000. As of October 20, 2026, the offering was open to investors.
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At a glance
| Status | Open |
|---|---|
| Status detail | Open (platform listings show it live since 7/22/2026); the $500,000 all-or-none minimum had not been met as of the latest third-party data |
| Sector | Renewable energy (utility-scale solar and storage development) |
| Exemption | Regulation A, Tier 2 |
| Security | Class A Units (membership interests) |
| Price | $1,000 per Class A Unit |
| Minimum investment | $10,000 (10 Units) |
| Valuation | Not stated (circular says the offering price was set arbitrarily and has no relationship to asset value) |
| Maximum offering | $75,000,000 (minimum offering $500,000) |
| Manager | Shasta Power, LLC (principal: Max Roe) |
| Management fee | 5% per year of Unreturned Capital Contributions, paid monthly |
| Minimum raise | $500,000, all-or-none |
| Distributions | Based on project milestones; none expected until a site is sold or the fund dissolves |
| Transfer agent | Kore Transfer Services LLC |
| Offering term | Ends on the earliest of: the Company electing to terminate, all Units being sold, or exactly 12 months after the Effective Date (the date of SEC qualification) |
| Selling agent / intermediary | Texture Capital Inc. (FINRA broker-dealer; administrative broker-dealer and placement agent). Fees are 1% of aggregate sales, capped at $750,000, plus 5% on up to $15M of direct-effort sales, capped at an additional $750,000, for a maximum of $1,500,000 in total; plus a $15,000 one-time consulting fee. Escrow is held at Enterprise Bank & Trust. |
| SEC qualification | 2026-09-04 (Post-Qualification Amendment No. 1; original offering statement qualified 2026-07-22) |
The company
Shasta Power Fund II is a newly formed Oregon-based LLC run by Shasta Power, LLC. It plans to lease or option undeveloped land, take it through the solar and battery-storage development process, and then sell the permitted projects to long-term owners rather than operate them. The circular describes the strategy as primarily utility-scale and focused on the United States.
Investors buy Class A Units at $1,000 each through a Tier 2 Regulation A offering placed by Texture Capital, with a $75 million cap and a $500,000 all-or-none minimum held in escrow. This is the fund's first capital raise. Distributions depend on project milestones and sales, so investors should not expect regular cash flow while sites are being developed.
What the company says
The following statements come from the issuer's offering circular and investor materials and have not been independently verified by RegAMagazine:
- The company says the Manager's principal, Max Roe, has more than 11 years of experience in transactions and sales for solar projects, both utility-scale and commercial.
- The fund presents its model as turning unused land into renewable-energy sites and earning its return when developed projects are sold.
- The circular describes Investor distributions as tied to reaching project milestones, not to a fixed yield.
Questions we'd ask before investing
- Which specific land sites or projects (location, MW, interconnection queue position) does the fund control today, and what happens to escrowed funds if the $500,000 minimum is not reached?
- How are proceeds from project sales split between Class A members and the Manager? Is there a carried interest or promote beyond the 5% annual management fee on unreturned capital?
- What realized results have the principals' earlier vehicles (for example, the referenced Summit Power Fund) produced from developing and selling solar projects?
Key risks
- Development-stage risk: early-stage solar projects can fail at permitting, interconnection, or financing, and there is no operating income in the meantime.
- Fees ahead of investors: a 5% annual management fee on unreturned capital, plus reimbursement of organizational costs, is paid before members receive any distributions.
- Illiquidity: Units cannot be transferred without Manager consent, buybacks are entirely at the Manager's discretion, and investors may have to hold for an indefinite period with no return guaranteed.
- General Reg A risks apply: most Reg A securities have no trading market, the price is usually set by the issuer rather than negotiated, non-accredited investors in Tier 2 offerings are limited to 10% of the greater of annual income or net worth, and you can lose your entire investment. See our Investor Risk Guide.
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RegAMagazine has not received any compensation, in cash, securities or otherwise, from this issuer, its selling agents, or any other party in connection with this profile. RegAMagazine may accept compensation for coverage in the future; if it does, this disclosure will be updated to state the amount, form and source of that compensation.
RegAMagazine.com is an independent publication. This profile is for information only. It is not investment advice, and it is not an offer to sell, a solicitation to buy, or a recommendation of any security. Offers are made only by the issuer's SEC-qualified offering circular. Figures and statements are drawn from the issuer's offering circular, SEC filings and investor materials and have not been independently verified. Regulation A securities are speculative and usually illiquid, and you may lose your entire investment. Read the offering circular, including its risk factors, before investing.
Data as of October 20, 2026.
Sources
- Offering circular filed with the SEC (EDGAR): https://www.sec.gov/Archives/edgar/data/2071540/000207154026000005/partiiandiii.htm
- Issuer investment page: https://shastapower.com/fund
- SEC EDGAR full-text search for the issuer's filings: https://www.sec.gov/edgar/search/#/q=%22Shasta%20Power%20Fund%20II%22
Last verified: October 20, 2026. Offering terms change; check the sources above for current figures.
Cite this page
RegAMagazine. "Shasta Power Fund II, LLC Reg A+ Offering: Terms, Risks & Profile." RegAMagazine.com, October 20, 2026. https://regamagazine.com/reg-a/shasta-power-fund-ii/