SEC Comment Letter 0000000000-22-013991 to Phoenix Energy One, LLC (PHXE-P)

Phoenix Energy One, LLC
Date: Dec. 29, 2022 · CIK: 0001818643 · Accession: 0000000000-22-013991

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File numbers found in text: 024-11723

Date

December 29, 2022

Author

Division of Corporation Finance

Form

UPLOAD

Company

Phoenix Energy One, LLC

Letter

United States securities and exchange commission logo December 29, 2022 Lindsey Wilson Manager & Chief Operating Officer Phoenix Capital Group Holdings, LLC 4643 South Ulster Street, Suite 1510 Denver, CO 80237 Re:Phoenix Capital Group Holdings, LLC Offering Statement on Form 1-A Post-qualification Amendment No. 1 Filed December 23, 2022 File No. 024-11723 Dear Lindsey Wilson : This is to advise you that we do not intend to review your amendment. We will consider qualifying your offering statement at your request. If a participant in your offering is required to clear its compensation arrangements with FINRA, please have FINRA advise us that it has no objections to the compensation arrangements prior to qualification. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Anuja A. Majmudar, Attorney-Adviser, at (202) 551-3844 with any questions.

Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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United States securities and exchange commission logo
December 29, 2022
Lindsey Wilson
Manager & Chief Operating Officer
Phoenix Capital Group Holdings, LLC
4643 South Ulster Street, Suite 1510
Denver, CO 80237
Re:Phoenix Capital Group Holdings, LLC
Offering Statement on Form 1-A
Post-qualification Amendment No. 1
Filed December 23, 2022
File No. 024-11723
Dear Lindsey Wilson :
            This is to advise you that we do not intend to review your amendment.
            We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Anuja A. Majmudar, Attorney-Adviser, at (202) 551-3844 with any
questions.

Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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