SecProbe.io

United States securities and exchange commission logo
January 11, 2024
Curtis Allen
Chief Financial Officer
Phoenix Capital Group Holdings, LLC
18575 Jamboree Road
Suite 830
Irvine, CA 92612
Re:Phoenix Capital Group Holdings, LLC
Post Qualification Amendment No. 8 to Offering Statement on Form 1-A
Filed December 22, 2023
File No. 024-11723
Dear Curtis Allen:
             We have reviewed your amendment and have the following comments.
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise, any
references to prior comments are to comments in our December 14, 2023 letter.
Post-Qualification Amendment No. 8 to Offering Statement on Form 1-A
General Information About Our Company, page 38
1.Please provide additional clarification regarding the anticipated timing and criteria for
contributing additional oil and gas properties to PhoenixOp, if known. In addition, we
note that the intended business plan of PhoenixOp will require approximately
$150,000,000. To the extent this amount will be provided to PhoenixOp in increments
pursuant to certain milestones or otherwise, please briefly describe the anticipated timing
and associated amounts of the funding.
2.We note disclosure throughout your offering statement regarding your specialized
software. However, certain statements appear to be inconsistent or, alternatively, in need
of further clarification. For example, you state that you developed specialized software
which you leverage to identify asset opportunities with potential for returns and that the
software has potential value if it is ever licensed or sold. However, you have also revised

 FirstName LastNameCurtis Allen
 Comapany NamePhoenix Capital Group Holdings, LLC
 January 11, 2024 Page 2
 FirstName LastNameCurtis Allen
Phoenix Capital Group Holdings, LLC
January 11, 2024
Page 2
the offering statement to remove statements that the software is proprietary and you have
disclosed at page 24 that you do not own any intellectual property rights for any of your
software. Please reconcile these statements.
Compensation of Directors and Executive Officers, page 67
3.Please update your executive compensation disclosure as of the fiscal year ended
December 31, 2023.
Adamantium Capital, LLC, page 70
4.Please revise, where appropriate, to disclose whether (and if so, how) the terms of the loan
agreement between Adamantium and Phoenix can be waived or amended. Please also
address any potential conflicts of interest related to common management of the
companies (for example, if management chooses to amend the loan agreement to add new
borrowers such that offering proceeds that Adamantium would previously have loaned to
Phoenix Capital and PhoenixOp can be loaned to other borrowers).
Exhibits
5.We note your response to prior comment 4 and re-issue in part. While we note certain
revisions to your exhibit index, it does not appear that you intend to file agreements
related to certain aspects of your business (e.g., third-party operator agreements,
acquisition agreements, contribution agreements, major customer agreements, equipment
or servicing agreements, etc.). Please update your exhibit index and file material
agreements, as necessary, or provide your analysis as to why such agreements are not
required to be filed.
General
6.We note your response to prior comment 1; however, we are unable to agree with your
analysis of the issues presented in that comment. Please tell us what consideration you
have given to including a risk factor related to the non-disclosure of
the Adamantium agreement prior to qualification on September 29, 2023. In addition,
please confirm that you will file post-qualification amendments, as required by Rule
252(f)(iii)(2)(ii), to reflect any facts or events arising after the qualification date of the
offering statement which represent a fundamental change in the information set forth in
the offering statement.
7.We note your response to prior comment 2. The loan agreement provides that
Adamantium will loan up to $200,000,000. Please revise your disclosure to clarify, where
appropriate, that there is no guarantee that Adamantium will raise the full amount in
proceeds to loan.

 FirstName LastNameCurtis Allen
 Comapany NamePhoenix Capital Group Holdings, LLC
 January 11, 2024 Page 3
 FirstName LastName
Curtis Allen
Phoenix Capital Group Holdings, LLC
January 11, 2024
Page 3
            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 Claudia Rios at 202-551-8770 or Daniel Morris at 202-551-3314 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Ross McAloon, Esq.