SecProbe.io

January 28, 2025
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. 1 to Registration Statement on Form S-1
Filed December 30, 2024
File No. 333-282862
Dear Curtis Allen:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration 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 registration 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 October 24, 2024 letter.
Amendment No. 1 to Form S-1 filed December 30, 2024
Cover Page
Please revise the cover page to insert a paragraph immediately following your
discussion of your outstanding debt obligations to disclose the following, if true:

•You report net losses for the year ended December 31, 2023 and the subsequent
interim period;
•You do not anticipate that your cash flow from operations will be sufficient to
service your debt obligations for the next several years; and
•Your ability to service your outstanding debt depends on your ability to issue
additional notes, including the notes in this offering, so that such proceeds may be
used to pay the principal and interest due to existing debt holders.1.

January 28, 2025
Page 2

Provide similar disclosure in the opening paragraphs of the Overview at page 1, and in
your risk factor and liquidity discussions.  In addition, include a cross-reference to a
risk factor addressing the risk to investors if you are unable to issue additional notes
and therefore unable to use proceeds from the sale of debt to pay outstanding debt
holders.
2.We note your response to prior comment 1.  Please supplementally provide a detailed
job description for Mr. Matthew Willer, Managing Director, Capital Markets,
including his role with respect to the structure and amount of your debt offerings, and
his involvement in the sale of your notes.  In this regard, we note that Mr. Willer is
described on your website as a former investment banker and C-suite level executive
at multiple startups.  In addition, please provide the names and titles of the
representatives entitled to fees and commissions as well as the aggregate amounts that
have been paid to each individual.
3.Refer to the fifth paragraph on the cover page.  We note you disclose here that a
holder may require you at any time prior to maturity, to redeem its notes subject to
certain exceptions and to an annual cap of 10%.  Please revise your disclosure here to
include the risk that you may not be able to pay the required price for the Notes
because you may not have enough funds at that time or the terms of your indebtedness
may prevent you from making such payment.
4.We note your response to prior comment 3 and reissue in part. Please revise to explain
how you will determine whether to grant requests to transfer, including objective
criteria. To the extent that that you will not apply objective criteria, please revise to
state, if true, that determinations will be made on an ad hoc basis. In addition, revise at
page 124 to clarify the procedures that investors must follow to submit a request to
transfer and the number of days in which they should expect the request to be
accepted or rejected.
Prospectus Summary
Overview, page 1
5.Revise the opening paragraphs of this section to disclose your net losses and
accumulated deficit for FY23 and any subsequent interim or annual period. In
addition, revise the opening paragraphs to quantify your aggregate outstanding debt
for the same periods.
6.Please expand your disclosure of the number of gross productive development wells
and gross wells drilled during 2023 to additionally provide the corresponding number
of net wells consistent with the definitions in Item 1208 of Regulation S-K and the
disclosure of the number of gross and net wells drilled under the direct drilling
operations. This comment also applies to disclosure on pages 52 and 83.

January 28, 2025
Page 3
Prospectus Summary
Our Company
Direct Drilling Operations, page 2
7.We note your disclosure that in 2025, you expect to have increased needs for
additional capital, potentially in excess of free cash flow from your operations.  Please
revise your disclosure to explain how you define free cash flows from your operations
and to clearly indicate whether your current operating plans contemplate or project
that your capital needs for 2025 will exceed the free cash flow from your operations.
8.You disclose that as of November 30, 2024 you had $251.8 million available to
borrow under the Adamantium Loan Agreement (assuming Adamantium is able to
issue the corresponding amount of Adamantium Securities).  Please expand your
disclosure here and at page 84 to provide additional details about the likelihood of the
availability of funds under this arrangement.  In this regard, we note that Adamantium
is a wholly owned finance subsidiary and any amounts available under the
Adamantium Loan Agreement are contingent upon Adamantium's receipt of proceeds
from the sale of Adamantium Securities, which cannot be guaranteed.
Company Structure, page 5
9.We note your response to prior comments 4 and 5.  In particular, we note your revised
disclosure that Holdco was created to pledge equity interests of the Issuer as collateral
to secure the borrowings under the Fortress Credit Agreement. It is unclear from your
disclosure whether the Issuer itself was unable to pledge interests or similar collateral.
Please clarify and, if the issuer could have pledged equity interests or
similar collateral, explain the business reasons for creating a new entity to do so. In
addition, please revise here and provide a cross-reference to appropriate risk factor
disclosure explaining how, if at all, the creation of Holdco affects may affect the
claims of note holders in the event of the bankruptcy of the issuer.
Ranking, page 9
10.We note your response to our prior comment 6 and re-issue it.  Other than the first
bullet, please revise each bullet to quantify the current aggregate amount of debt and
liabilities that fall within each category as of the most recent practicable date.  These
aggregate amounts should reconcile with the itemized amounts disclosed in further
detail in the four paragraphs following this bulleted disclosure.  In this regard, we also
note that the disclosed amounts outstanding under each of the four paragraphs do not
sum up to the $964.4 million of total indebtedness outstanding.

January 28, 2025
Page 4
Mandatory Redemption, page 11
11.We note your response to our prior comment 8 and 14 and that any Notes redeemed
by your manager, executive officers, or their respective family members during any
calendar year will not be included in calculating the 10% Limit with respect to any
other holders for such calendar year.  Please disclose whether the managers, executive
officers and their respective family members are subject to any limit to their
mandatory redemption rights.  Revise your risk factors, cover page and
summary accordingly.
12.We note your disclosure that "[r]edemption requests will be processed in the order
they are received by the Issuer without regard to date of issuance, maturity date,
interest payment method, or interests rates of the Notes for which redemption as been
requested."  Please clarify, if true, that any redemption payments requested under
the PCGH Reg D/Reg A Bonds will be prioritized over redemption payments under
the Notes.
Summary Historical Financial and Other Data
Production Data, page 18
13.The average daily production (Boe/d)(6:1) presented on pages 18 and 92 for the nine
months ended September 2024 and 2023 for the “Bakken” and “All Properties” is
inconsistent with a calculation using the total produced volumes and the average
number of days in the period and with the comparable average daily production
provided on page 59. Please revise your disclosure to resolve these inconsistencies.
Risk Factors
The development of our estimated proved and probable undeveloped reserves..., page 26
14.You disclose that as of September 30, 2024, you need $597.7 million and $2,485.1
million in capital expenditures to develop your proved and probable undeveloped
reserves, respectively. Based on the net quantities of your reserves provided on page
16, it appears the cost to develop your proved undeveloped reserves is approximately
22% less on a dollar per boe basis than your probable undeveloped reserves. Please
provide us with an explanation in reasonable detail for the lower costs to develop your
proved undeveloped reserves.
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 September 30, 2024.

This analysis should additionally include the effect of G&A costs, cash interest
expenses, and debt maturities, and quantify the net cash flow or deficit for the
remaining three months of 2024, annually thereafter, and on a cumulative basis,
comparable to your response to prior comment 8.

Also, provide us a quantitative analysis with supporting documentation as to the 15.

January 28, 2025
Page 5
specific sources and dollar amounts of funds sufficient to finance these costs. 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. 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.

To the extent your future net cash flows are insufficient to fund the future
development of your proved and probable reserves as of September 30, 2024,
including G&A costs, cash interest expenses, and debt maturities, expand your risk
factor to further clarify these facts and explain the need to obtain new funding from
outside sources on a continual and ongoing basis, if true.
Use of Proceeds, page 49
16.We note your revised disclosure indicating that as of November 30, 2024, you had
$102.0 million maturing within one year and stating that "to the extent we use any
proceeds from this offering of the Notes to repay outstanding indebtedness, we cannot
accurately predict which indebtedness we may repay with such proceeds, and in what
amounts."  Please revise your disclosure to specifically disclose the amount, interest
rate and maturity of each tranche of debt that is maturing within one year.  Please also
revise the Broker-Dealer Fee and sales commissions fee here to be consistent with
disclosure elsewhere which is $5,025,000 and $5,978,000, respectively.
17.We note your response to our prior comment 11 and disclosure that "we have cash
flow from operations, as well as multiple current and potential sources of financing,
including under the Adamantium Loan Agreement and our offerings of debt securities
pursuant to Regulation D, that can be utilized for the purposes described above, and so
we cannot accurately predict whether and in what amounts the net proceeds from this
offering of the Notes will be applied."  We also note that (i) you realized a net loss of
$11.2 million for the nine months ended September 30, 2024, (ii) your disclose on
page 84 that your capital expenditures and operating expenses have increased
significantly and you estimate that your direct drilling operations will require
approximately $472.9 million in capital throughout 2025 in order to achieve your
intended business plan, (iii) that as of November 30, 2024, after giving effect to the
borrowing of an additional $115.0 million under the Fortress Credit Agreement in
December 2024, you had approximately $964.4 million of indebtedness outstanding
including $102.0 million maturing within one year and (iv) you disclose on page 39
that a significant amount of your cash flow will be required to pay interest and
principal on your outstanding indebtedness.  In light of these factors, please revise
your disclosure here to include tabular disclosure to reflect all potential uses of the
proceeds of this offering.  In addition, to the extent material amounts of other funds
are necessary to accomplish the specified purposes for which the proceeds are to be
obtained, state the amounts available from such sources.  Refer to Instruction 3 to
Item 504 of Regulation S-K.

January 28, 2025
Page 6
Management’s Discussion and Analysis of Financial Condition and Results of Operations
2024 Outlook, page 57
18.We note your presentation of your current estimates of certain financial and operating
results for the full year of 2024.  Provide balancing disclosure to quantify expected
expenses and results of operations for the full year of 2024, as well as
your outstanding debt as of the end of that period.
19.The average daily production (BOE/d)(6:1) shown in the table on page 57 appears
inconsistent with a calculation using the estimated Total (MBOE)(6:1) annual amount
and a typical 365-day year. Please advise or revise your disclosure.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations for the Nine Months Ended September 30, 2024 Compared to the Nine
Months Ended September 30, 2023
Loss on Debt Extinguishment, page 64
20.You disclose the loss on debt extinguishment of $0.9 million for the nine months
ended September 30, 2024 was primarily due to increased write-offs of debt issuance
costs associated with the Regulation A and Regulation D bond redemptions and debt
extinguishments. Please expand your disclosure to quantify the amount of the bond
redemptions and debt extinguishments, including identifying the debt instruments that
were extinguished in the period. In addition, please include disclosure in the footnotes
to your financial statements that discusses the loss on debt extinguishment.
Liquidity and Capital Resources, page 71
21.We note your disclosure on page 2 and 84 that you estimate that your direct drilling
operations will require approximately $472.9 million in capital throughout 2025 in
order to achieve your intended business plan. Please address the material cash
requirements related to your direct drilling operations in your discussion of liquidity
and capital resources in accordance with Item 303(b)(1) of Regulation S-K.
22.We note your disclosure here that you believe "these sources of liquidity will be
sufficient to meet [y]our cash requirements, including normal operating needs, debt
service obligations, and capital expenditures, for at least the next 12 months...."
Please revise your disclosure to quantify your debt service obligations, including
interest payments and outstanding debt maturing in the next twelve months, and
capital expenditures for the year.
Contractual Obligations and Commitments, page 77
23.Please update this table as of December 31, 2024 or a date closer to the most recent
balance sheet date.

January 28, 2025
Page 7
Business
Drilling Results, page 86
24.We note you disclose the total number of gross and net wells drilled during the years
ended December 31, 2023, 22 and 21; however, the 2024 year-to-date disclosure is
limited to only wells drilled by PhoenixOp as of November 30, 2024. Please expand
your disclosure to additionally disclose the total number of gross and net wells drilled
year-to-date as of November 30, 2024.
Index t