The Panama Cocoa Afforestation Project is a large-scale fine-aroma cacao development in La Soledada, Soná district, jurisdiction of Veraguas Province, Panama. Developed by Aegean American S.A., the project converts approximately 750 hectares of usable degraded cattle pastureland into a technified, export-quality cacao plantation that additionally generate carbon sequestration outcomes. Phase I covers 750 hectares and is structured as a $36.5 million Secured Convertible Note offering.

The project is located in La Soledad, Soná District, Veraguas Province, within Panama’s southern coastal agricultural region. The area offers a warm tropical climate, substantial seasonal rainfall, productive agricultural land, and conditions identified as favorable for commercial cacao cultivation, subject to site-specific soil and agronomic confirmation. Panama offers a stable legal and regulatory environment, an investment-grade sovereign rating (Moody’s Baa3, S&P BBB-), a dollarized economy, bi-oceanic trade access, and a national carbon market framework under Executive Decree No. 100, making it an attractive jurisdiction for long-term agricultural investment.

Yes. The project is in active development. Nursery production is underway at SEPLASA, with MIDA-certified ICS-95/IMC-67 hybrid grafted plants in germination and early growth. Land clearing, drainage excavation, soil treatment, and fertigation system design are in progress on site. The greenhouse and supporting infrastructure are in place. Phase I plantings are scheduled to begin in 2027. The capital raise (Phase I, $36.5 million) is targeting a Q4 2026 close.

Fine-aroma cacao (also called fine or flavor cocoa) refers to cacao varieties prized for their complex aromatic profiles and superior taste characteristics. It represents approximately 5% of global cocoa production and commands a price premium above the commodity benchmark, driven by demand from specialty chocolate manufacturers, premium confectionery companies, and institutional buyers seeking traceable, high-quality supply.

Several factors differentiate this project: (1) Scale: at 2,150 usable hectares on the project site it can scale to be one of the largest fine-aroma cacao developments in the Western Hemisphere; (2) Technology: fully automated precision fertigation, SCADA-controlled nutrient delivery, and LiDAR-designed planting infrastructure; (3) Geography: Panama sits entirely outside the West African risk corridor; (4) Compliance: EUDR-ready supply chain with full traceability from seedling to export; and (5) Structure: Secured Convertible Note designed to finance the development and operation of Aegean American's integrated fine-aroma cacao platform while combining secured creditor protections with the opportunity to participate in the future equity value of the business.

The principal risks are agricultural execution, weather, crop disease, yield ramp-up relative to debt payments, cocoa pricing, and offtaker performance. These are mitigated through phased planting, experienced local operators, irrigation and drainage infrastructure, conservative price and yield assumptions, contracted offtake, reserve accounts, lender controls, collateral, and insurance.

The offering consists of Secured Convertible Notes issued directly by Aegean American, S.A. The Notes are secured obligations of the company and are supported by a broader project security package that includes key project assets, cash flows, accounts, land-use rights, equipment, receivables, and other agreed collateral.

Investors also receive the right to convert all or a portion of their funded principal into common shares of Aegean American, providing potential participation in the future equity value of the plantation, processing platform, and broader operating business.In addition, Noteholders receive priority purchase rights over eligible environmental credits generated by the project, subject to verification, host-country authorization, issuance, and applicable Panamanian and securities-law requirements.

Phase I targets a Q4 2026 close for $36.5 million. Phase I covers 750 hectares. Subsequent phases expand the platform to 2,150 net planted hectares through 2032. The offering is currently in the marketing and indications of interest phase.

The offering is available only to eligible non-U.S. investors in offshore transactions in reliance on Regulation S under the U.S. Securities Act of 1933.

The Notes are not being offered or sold in the United States or to U.S. persons. Participation is also subject to applicable securities laws, transfer restrictions, minimum investment requirements, and KYC/AML procedures.

This website does not constitute an offer to sell or a solicitation of an offer to buy any security. Eligible investors may access offering materials through the secure OfferBoard portal.

The proposed insurance program includes crop, property, liability, and parametric weather coverage. Final covered events, limits, deductibles, exclusions, and claims procedures remain subject to the executed policy documents.

The project is expected to generate carbon sequestration through the conversion of degraded pastureland to agroforestry.  These outcomes are structured as CLEANs (Collateralized Liquid Environmental Asset Notes) and are regulated securities under Panama's sovereign authorization framework and Paris Agreement Article 6. Mitigation outcomes are released only when verified with Panama issuing the relevant authorization and corresponding adjustment.

Based on current project modeling and relevant cacao agroforestry benchmarks, the project is estimated to sequester approximately 7 tCO₂e per hectare per year, implying roughly 5,000 tCO₂e annually across the planned planted area.

Final eligible volumes will depend on baseline assessment, methodology selection, monitoring, independent verification, and host-country authorization. These figures are preliminary and should not be relied upon as committed carbon volumes or revenues.