SEC Comment Letter 0000000000-23-010653 to Phoenix Energy One, LLC (PHXE-P)
Phoenix Energy One, LLC
Date: Sept. 27, 2023 · CIK: 0001818643 · Accession: 0000000000-23-010653
AI Filing Summary & Sentiment
File numbers found in text: 024-11723
Letter
United States securities and exchange commission logo September 27, 2023 Curtis Allen Chief Financial Officer Phoenix Capital Group Holdings, LLC 4643 South Ulster Street, Suite 1510 Denver, CO 80237 Re:Phoenix Capital Group Holdings, LLC Post-Qualification Amendment No. 5 to Form 1-A Filed September 6, 2023 File No. 024-11723 Dear Curtis Allen: We have reviewed your amendment and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your offering statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your offering statement and the information you provide in response to these comments, we may have additional comments. Post-Qualification Amendment No. 5 to Form 1-A filed September 6, 2023 Use of Proceeds, page 23 1.We note your response to prior comment 2 and reissue this comment in part. Please revise your use of proceeds disclosure to provide the anticipated amount of the intended additional contribution to PhoenixOp, and whether all or some of the contribution will be made from the proceeds of this offering and/or proceeds of the loan to be provided by Phoenix Capital Group Holdings I. Refer to Instruction 5 to Item 6. General 2.We note your response to prior comment 4 and reissue in part. There appear to be discrepancies between the amount of outstanding Regulation D debt obligations disclosed in this filing and the offering statement on Form 1-A that was filed by Phoenix Capital
FirstName LastNameCurtis Allen Comapany NamePhoenix Capital Group Holdings, LLC September 27, 2023 Page 2 FirstName LastName Curtis Allen Phoenix Capital Group Holdings, LLC September 27, 2023 Page 2
Group Holdings I, LLC. Please revise or advise. In addition, please consider revising to include the table setting forth the Company's outstanding unsecured debt obligations in the Form 1-A filed by Phoenix Capital Group Holdings I, LLC. 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. You may contact Myra Moosariparambil, Staff Accountant, at (202) 551-3796 or Kimberly Calder, Assistant Chief Accountant, at (202) 551-3701 if you have questions regarding comments on the financial statements and related matters. Please contact Claudia Rios, Staff Attorney, at (202) 551-8770 or Daniel Morris, Legal Branch Chief, at (202) 551-3314 with any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Rhys James, Esq.
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United States securities and exchange commission logo
September 27, 2023
Curtis Allen
Chief Financial Officer
Phoenix Capital Group Holdings, LLC
4643 South Ulster Street, Suite 1510
Denver, CO 80237
Re:Phoenix Capital Group Holdings, LLC
Post-Qualification Amendment No. 5 to Form 1-A
Filed September 6, 2023
File No. 024-11723
Dear Curtis Allen:
We have reviewed your amendment and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response. After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.
Post-Qualification Amendment No. 5 to Form 1-A filed September 6, 2023
Use of Proceeds, page 23
1.We note your response to prior comment 2 and reissue this comment in part. Please revise
your use of proceeds disclosure to provide the anticipated amount of the intended
additional contribution to PhoenixOp, and whether all or some of the contribution will be
made from the proceeds of this offering and/or proceeds of the loan to be provided by
Phoenix Capital Group Holdings I. Refer to Instruction 5 to Item 6.
General
2.We note your response to prior comment 4 and reissue in part. There appear to be
discrepancies between the amount of outstanding Regulation D debt obligations disclosed
in this filing and the offering statement on Form 1-A that was filed by Phoenix Capital
FirstName LastNameCurtis Allen
Comapany NamePhoenix Capital Group Holdings, LLC
September 27, 2023 Page 2
FirstName LastName
Curtis Allen
Phoenix Capital Group Holdings, LLC
September 27, 2023
Page 2
Group Holdings I, LLC. Please revise or advise. In addition, please consider revising to
include the table setting forth the Company's outstanding unsecured debt obligations in the
Form 1-A filed by Phoenix Capital Group Holdings I, LLC.
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.
You may contact Myra Moosariparambil, Staff Accountant, at (202) 551-3796 or
Kimberly Calder, Assistant Chief Accountant, at (202) 551-3701 if you have questions regarding
comments on the financial statements and related matters. Please contact Claudia Rios, Staff
Attorney, at (202) 551-8770 or Daniel Morris, Legal Branch Chief, at (202) 551-3314 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Rhys James, Esq.