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 April 21, 2025

Curtis Allen
Chief Financial Officer
Phoenix Energy One, LLC
18575 Jamboree Road, Suite 830
Irvine, California 92612

 Re: Phoenix Energy One, LLC
 Amendment No. 1 to Registration Statement on Form S-1
 Filed March 28, 2025
 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 January 28,
2025 letter.

Amendment No. 1 to Registration Statement on Form S-1
Cover Page

1. Your disclosure regarding cash necessary to service required cash
interest and
 principal payment obligations under your existing debt indicates that
you expect your
 cash flows from operations "to be sufficient to service such obligations
going
 forward". Expand this disclosure to address the following:

 Clarify what you mean by the phrase "going forward";

 Reconcile the statement regarding your expectations "going
forward" with
 disclosure on page 2 indicating that, in 2025, you expect to have
increased needs
 for additional capital in excess of cash flows from operating
activities;
 April 21, 2025
Page 2

 Disclose that, as of December 31, 2024, you estimate that you will
need to make
 approximately $749.3 million and $3,224.8 million in capital
expenditures to
 develop all your proved and probable undeveloped reserves,
respectively; and,

 Disclose the cumulative net estimated capital needed to be raised
through 2028
 per the annual cash flow analysis underlying your proved and
probable
 undeveloped reserves as of December 31, 2024.
Prospectus Summary
Overview, page 1

2. We note your response to our prior comment 5. Revise your disclosure
here to
 include the accumulated deficit for the years ended December 31, 2023
and 2024
 and quantify your aggregate outstanding debt for the same periods.
Mandatory Redemption, page 11

3. We note your revised disclosure here and in the Risk Factors section in
response to
 prior comment 11. Please revise your example at page 45 to clarify the
operation of
 the 10% limit. Specifically, you describe an instance in which a
manager, executive
 officer or their respective family member submits a redemption request
(an "executive
 redemption request"). Please expand this discussion to address how a
redemption
 request submitted by a holder that is not a manager, executive officer
or their
 respective family member (a "non-executive redemption request") would
affect the
 redemption limit available to an executive. Also, please address
whether, depending
 upon the order in which executive redemption requests are received or
processed
 relative to non-executive redemption requests, the redemption limit
could rise to an
 aggregate of 20% (i.e., 10% for executives and 10% for non-executives);
and how, if
 true, this scenario benefits your executives. Make appropriate
clarifying revisions in
 the prospectus, as appropriate.
4. We note your revised disclosure in response to prior comment 12 that you
will not as
 a general matter prioritize redemption requests under the Reg D/Reg A
Bonds or
 Adamantium Securities over redemption requests under the Notes. It
remains unclear
 under what circumstances you would prioritize such requests. Revise
accordingly.
Management s Discussion and Analysis of Financial Condition and Results of
Operations
2025 Outlook, page 60

5. We note the production volumes appear to be presented in units of
thousands of
 barrels, Mcf and Boe; however, the average daily production rate is
presented in
 barrels of Boe per day. Please reconcile your disclosure to present the
information
 using consistent units of measurement.
 April 21, 2025
Page 3
Business
Our Oil and Natural Gas Properties
Acreage Expirations, page 91

6. Please revise the disclosure of your expiring acreage to provide the
gross and net
 acreage amounts. Refer to the requirements in Item 1208(b) of Regulation
S-K.
Evaluation and Review of Estimated Proved and Probable Reserves, page 91

7. To the extent you disclose material additions to your proved and
probable reserves,
 expand your disclosure to provide a general discussion of the
technologies used to
 establish the appropriate level of certainty for your reserves
estimates. Refer to the
 requirements in Item 1202(a)(6) of Regulation S-K.
Oil, Natural Gas and NGL Reserves, page 93

8. Please expand your discussion of the changes in proved developed and
undeveloped
 reserves to additionally address the changes that occurred in the year
ended December
 31, 2022.
Compensation Discussion and Analysis
Executive Compensation
2024 Summary Compensation Table, page 115

9. We note that you no longer identify as an emerging growth company. As
Item 402(c)
 of Regulation S-K requires, please expand this table to provide three
years of
 disclosure. See Item 402 of Regulation S-K and Instruction 1 to Item
402(c).
10. We note that Adam Ferrari's total compensation increased from $4452,423
in 2023 to
 $3,154,571 in 2024. Further, Curtis Allen's total compensation increased
from
 $390,837 in 2023 to $1,567,500 in 2024. We also note that Adam Ferrari
and Curtis
 Allen are entitled to receive a "variable revenue-based compensation
tied to revenue
 targets" and that the increase in part was based on "the company s
significant growth
 year over year." Please clarify the revenue targets and metrics used to
measure the
 growth and determine revenue-based compensation for these individuals.
Index to Financial Statements
Notes to the Condensed Consolidated Financial Statements for the Year Ended
December 31,
2024
Note 17- Segments, page F-35

11. You disclose other segment items include advertising and marketing
expense, loss on
 sale of assets and impairment expense. However, the amount disclosed in
the table for
 these items is zero. Please revise your disclosure.
Notes to the Consolidated Financial Statements
Oil and Natural Gas Reserve Information, page F-40

12. Please expand the separate disclosure of Proved Developed Reserves
and Proved
 Undeveloped Reserves to additionally provide the net quantities for
the initial year
 presented in the reconciliation, e.g. as of December 31, 2021. Refer to
the
 requirements in FASB ASC 932-235-50-4.
 April 21, 2025
Page 4

13. Please revise or modify your disclosure of the capital expenditures
incurred for the
 acquisition and development of reserves in 2024, 2023 and 2022 to
separately provide
 the dollar amounts spent to convert proved undeveloped reserves to
proved developed
 status. Refer to the requirements in Item 1203(c) of Regulation S-K.
 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
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