SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 10, 2025

Adam Ferrari
Chief Executive Officer
Phoenix Energy One, LLC
18575 Jamboree Road
Suite 830
Irvine, California 92612

 Re: Phoenix Energy One, LLC
 Offering Statement on Form 1-A
 Filed June 26, 2025
 File No. 024-12634
Dear Adam Ferrari:

 We have reviewed your offering statement 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.

Offering Statement on Form 1-A
Cover page

1. We note you disclose on the cover page of the offering circular that the
"original
 issuance date" will "occur at the closing of this offering" and that you
"intend to
 complete one closing for this offering." We further note you repeat your
intention to
 "complete one closing" in the Plan of Distribution section. However, the
Use of
 Proceeds section states that you will receive proceeds "from this
offering in varying
 amounts from time to time as Preferred Shares are sold." Moreover, the
escrow
 agreement filed as exhibit 8.1 refers to a different number of offered
shares of
 Preferred Stock and states that you intend to have "multiple closings."
Please explain
 and reconcile these discrepancies.
2. Please revise to clarify when the closing of the offering will occur
and how you will
 inform investors of the closing.
3. Please confirm you will disclose the initial pro-rated distribution once
known, and
 explain how you will determine such amount prior to the original
issuance date.
 July 10, 2025
Page 2

4. Please revise to clarify whether you will become a manager-managed
limited liability
 company following qualification of the offering or closing of the
offering. We note
 you disclose that following this offering, you will be a manager-managed
limited
 liability company.
Use of Proceeds, page 67

5. Please expand to disclose the expected use of proceeds assuming 25%,
50%, 75%, and
 100% of the Preferred Shares being offered are sold.
Right to Reject Subscriptions, page 203

6. Please provide further details as to the timing for rejecting
subscriptions, including
 how soon after receipt of a subscription you will accept or reject such
subscription.
Provisions of Note in our Subscription Agreement, page 204

7. We note you disclose that the subscription agreement includes a forum
selection
 provision that requires claims to be brought in state or federal court
of competent
 jurisdiction in the State of California. However, we are unable to
locate such
 provision in the subscription agreements filed as exhibits 4.1 and 4.2.
Please advise or
 revise.
 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. We also remind you that, following qualification of
your Form 1-A,
Rule 257 of Regulation A requires you to file periodic and current reports,
including a Form
1-K which will be due within 120 calendar days after the end of the fiscal year
covered by the
report.

 Please contact Timothy Levenberg at 202-551-3707 or Karina Dorin at
202-551-3763
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Ross McAloon, Esq., of Latham & Watkins LLP
</TEXT>
</DOCUMENT>