SEC Comment Letter 0000000000-24-002912 to Phoenix Energy One, LLC (PHXE-P)
Phoenix Energy One, LLC
Date: March 15, 2024 · CIK: 0001818643 · Accession: 0000000000-24-002912
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 024-11723
Letter
United States securities and exchange commission logo March 15, 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. 11 to Offering Statement on Form 1-A Filed March 1, 2024 File No. 024-11723 Dear Curtis Allen: We have reviewed your amendment and have the following comment. 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. Post Qualification Amendment No. 11 to Offering Statement on Form 1-A General 1.We note disclosure that you may be unable to pay redemption requests due to applicable limits or insufficient available cash. Please disclose at the cover page, summary and risk factor sections whether investors would be required to hold until the maturity date if you are unable to pay redemption requests. 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.
FirstName LastNameCurtis Allen Comapany NamePhoenix Capital Group Holdings, LLC March 15, 2024 Page 2 FirstName LastName Curtis Allen Phoenix Capital Group Holdings, LLC March 15, 2024 Page 2 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
March 15, 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. 11 to Offering Statement on Form 1-A
Filed March 1, 2024
File No. 024-11723
Dear Curtis Allen:
We have reviewed your amendment and have the following comment.
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.
Post Qualification Amendment No. 11 to Offering Statement on Form 1-A
General
1.We note disclosure that you may be unable to pay redemption requests due to applicable
limits or insufficient available cash. Please disclose at the cover page, summary and risk
factor sections whether investors would be required to hold until the maturity date if you
are unable to pay redemption requests.
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.
FirstName LastNameCurtis Allen
Comapany NamePhoenix Capital Group Holdings, LLC
March 15, 2024 Page 2
FirstName LastName
Curtis Allen
Phoenix Capital Group Holdings, LLC
March 15, 2024
Page 2
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.