SecProbe.io

October 24, 2024
Curtis Allen
Chief Financial Officer
Phoenix Capital Group Holdings, LLC
18575 Jamboree Road, Suite 830
Irvine, California 92612
Re:Phoenix Capital Group Holdings, LLC
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted on September 27, 2024
CIK No. 0001818643
Dear Curtis Allen:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. 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 the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our August 9, 2024 letter.
Amendment No. 2 to Draft Registration Statement on Form S-1
Cover Page
1.Please revise footnote (1) on the cover page and footnote (2) at page 136 to clarify, if
true, that the sales commissions depend on the maturity of the notes sold. In this
regard, we note that reference to the tenor of the notes may not be clear to investors.

October 24, 2024
Page 2
2.Revise the cover page to disclose that a controlling percentage of membership units is
held by Lion of Judah Capital, LLC.  Please also disclose your chief executive
officer's relationship to your controlling unitholder.
Company Structure, page 4
3.We note your revisions to footnote 8. Please revise to clarify whether you have any
other subsidiaries that are not disclosed in the chart. If you do, please describe when
they were formed and the nature of their operations.
The Offering, page 8
4.We note your disclosure here and at page 116 in response to prior comment 10. Please
also revise the cover page to provide disclosure regarding the allocation of notes for
each tranche, including separate interest rate, maturity, etc. Refer to Item 501(b)(2) of
Reg. S-K. In addition, please confirm that this information will be included on the
cover page of each prospectus supplement.
Ranking, page 9
5.Please highlight your disclosure that your existing outstanding bonds will rank senior
to the notes offered in this offering, if true. Also, please revise the third paragraph of
the cover page to quantify the amount of senior debt outstanding.
We, through our investment in PhoenixOp and future assignment, page 20
6.We note that you have listed several risks related to your subsidiary. Please expand
your disclosure to provide a discussion of how these risks may potentially affect your
operations given the significance of PhoenixOp to you. Alternatively, please provide
appropriate cross-references to this disclosure.
Risk Factors
The development of our estimated proved and probable undeveloped reserves..., page 26
7.We note your disclosure of total estimated probable reserves of 93.5 million Boe as of
June 30, 2024 appears inconsistent with the 113.0 million Boe disclosed on page 16.
Please revise your disclosure to resolve the inconsistency.
Your disclosure indicates capital expenditures of $620 million and $1,946 million are
required to develop the proved and probable undeveloped reserves as of December 31,
2023, respectively.

Please provide us, as supplemental information, a schedule for your proved
undeveloped reserves and separately a schedule for your probable undeveloped
reserves showing the gross number of drilling locations, reserve volumes, and
associated capital spending, by year and in total, from your five-year development
plan that supports the proved and probable undeveloped reserve volumes disclosed as
of December 31, 2023.

Also, provide us a quantitative analysis with supporting documentation as to the
specific sources and dollar amounts of funds sufficient to finance your future proved
and probable development costs as scheduled by year. Please note the financing 8.

October 24, 2024
Page 3
criteria in Rule 4-10(a)(26) of Regulation S-X applies to reserves of all categories as
of the effective date of the estimates. Your analysis should clearly show there is a
reasonable expectation that all financing will be obtained and no shortfalls will occur
prior to the scheduled development.

If you do not have the funds and are unable to show a basis for having a reasonable
expectation of obtaining the funds that would be necessary for these scheduled future
investments, you will need to revise your proved and or probable reserve estimates to
exclude quantities associated with development for which this financing criteria is not
satisfied. Refer to Rule 4-10(a)(26) of Regulation S-X and question 131.04 in the
Compliance and Disclosure Interpretations (“C&DIs”) regarding Oil and Gas Rules.
9.Please tell us the total capital expenditures to develop the proved and probable
undeveloped reserves as of June 30, 2024. To the extent the capital expenditures are
materially greater than the expenditures as of December 31, 2024, please provide us
with an analysis as to the specific sources and dollar amounts of funds sufficient to
finance the future development costs as of June 30, 2024. Please note the financing
criteria in Rule 4-10(a)(26) of Regulation S-X applies to reserves of all categories as
of the effective date of the estimates.
Use of Proceeds, page 50
10.We note your revised disclosure. Please clarify how your proceeds change if the full
amount is not sold within the year. In this regard, we note your disclosure at page 136
regarding the maximum broker-dealer fee.
Fortress Credit Agreement, page 72
11.Please revise here, in the summary at page 2, in the risk factors at page 39, and
elsewhere as appropriate to disclose the amount currently outstanding under the
Fortress Credit Agreement.  Also, please update your disclosure regarding your
compliance with your financial covenants and those certain actions required to be
taken within 45 days after August 12, 2024.  In addition, clarify your discussion of the
circumstances under which the $8.5 million tranche would become due and payable.
Business
Our Oil and Natural Gas Properties
Oil and Natural Gas Reserves, page 87
12.Please expand your footnote disclosure on page 88 for the periods ending June 30,
2024, December 31, 2023, and December 31, 2022 to additionally provide the price
for natural gas liquids.

October 24, 2024
Page 4
13.We note your response to prior comment 4 and are unable to locate any changes in
disclosure on page F-32. Furthermore, the discussion on page 88 does not clearly
explain the underlying reason for the individual changes or combines the changes for
two or more unrelated factors without providing the net amounts and an explanation
for each factor. Refer to the disclosure requirements in Item 1203(b) of Regulation S-
K and FASB ASC 932-235-50-5. Although Item 1203(b) does not require a tabular
reconciliation of the changes in proved undeveloped reserves, please present your
changes in a manner so the change in net reserve quantities between periods is fully
reconciled and explained. We reissue the prior comment.
Index to Financial Statements, page F-1
Note 3 - Restatement of Prior Year Financial Statements, page F-14
14.We note your response to comment 7 and the inclusion of footnote 3 to address the
restatement of the prior year financial statements. It appears you have included $10.2
million that was identified as “severance and owner deducts” in the previously
reported statement of operations found in your Form 1-K for the year ended
December 31, 2022 as cost of sales in your corrected consolidated statements of
operations. Please clarify the nature of these amounts and why you believe
classification as cost of sales is appropriate, including the authoritative guidance that
supports your conclusion.
Note 16 - Segments, page F-27
15.We note your response to comment 8. In your footnote, you have identified segment
operating profit as the performance metric used by the CODM to determine how to
allocate resources and assess performance. We note you also disclose a second
measure of segment profitability, segment net income. Please tell us if the CODM
uses segment net income to allocate resources and assess performance. If so, please
tell us how you considered ASC 280-10-50-28.
Exhibits
16.We note your Exhibit Index indicates that Exhibits 10.13-10.16 were previously filed.
However, it does not appear that they have been filed.  Please file these exhibits in
your next amendment.
            Please contact Myra Moosariparambil at 202-551-3796 or Craig Arakawa at 202-551-
3650 if you have questions regarding comments on the financial statements and related
matters. Please contact Anuja Majmudar at 202-551-3844 or Daniel Morris at 202-551-3314
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Chris Clark