SEC Comment Letter 0000000000-24-001556 to Phoenix Energy One, LLC (PHXE-P)
Phoenix Energy One, LLC
Date: Feb. 8, 2024 · CIK: 0001818643 · Accession: 0000000000-24-001556
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 024-11723
Letter
United States securities and exchange commission logo February 8, 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. 9 to Offering Statement on Form 1-A Filed January 19, 2024 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 January 11, 2024 letter. Post Qualification Amendment No. 9 to Offering Statement on Form 1-A We incur increased costs as a result of ongoing reporting requirements, page 19 1.We note your response to prior comment 6 which appears to address possible risks related to the failure to disclose a new agreement in the future. Please revise your risk factor to address the non-disclosure of the Adamantium agreement prior to qualification on September 29, 2023.
Exhibits 2.We note your response to prior comment 5, and we re-issue in part. We note that on page F-9 you disclose that in 2023, 60% of the Company's revenues were concentrated within four operators and concentrations in accounts receivable of 22%, 16%, 11% and 11% existed within four operators. Please file the agreements relating to these four operators.
FirstName LastNameCurtis Allen Comapany NamePhoenix Capital Group Holdings, LLC February 8, 2024 Page 2 FirstName LastName Curtis Allen Phoenix Capital Group Holdings, LLC February 8, 2024 Page 2 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.
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United States securities and exchange commission logo
February 8, 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. 9 to Offering Statement on Form 1-A
Filed January 19, 2024
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 January 11, 2024 letter.
Post Qualification Amendment No. 9 to Offering Statement on Form 1-A
We incur increased costs as a result of ongoing reporting requirements, page 19
1.We note your response to prior comment 6 which appears to address possible risks related
to the failure to disclose a new agreement in the future. Please revise your risk factor to
address the non-disclosure of the Adamantium agreement prior to qualification on
September 29, 2023.
Exhibits
2.We note your response to prior comment 5, and we re-issue in part. We note that on page
F-9 you disclose that in 2023, 60% of the Company's revenues were concentrated within
four operators and concentrations in accounts receivable of 22%, 16%, 11% and 11%
existed within four operators. Please file the agreements relating to these four operators.
FirstName LastNameCurtis Allen
Comapany NamePhoenix Capital Group Holdings, LLC
February 8, 2024 Page 2
FirstName LastName
Curtis Allen
Phoenix Capital Group Holdings, LLC
February 8, 2024
Page 2
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.