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 August 12, 2025

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

 Re: Phoenix Energy One, LLC
 Amendment No. 2 to Offering Statement on Form 1-A
 Filed August 1, 2025
 File No. 024-12634
Dear Adam Ferrari:

 We have reviewed your amended 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. Unless we
note
otherwise, any references to prior comments are to comments in our July 28,
2025 letter.

Amendment No. 2 to Offering Statement on Form 1-A
General

1. We note your response to prior comment 2 and reissue in part. We note
that the cover
 of your offering circular indicates that this is a best-efforts
offering; however, we note
 the following disclosures:
 [i]f the Preferred Shares are not approved for listing on NYSE
American, we will
 not complete this offering on your cover page;
 after giving effect to this offering we expect to meet the
minimum initial and
 continued listing standards set forth in NYSE American listing
standards, on
 page 55;
 August 12, 2025
Page 2

 [s]ubject to the listing standards of NYSE American, there is
no minimum
 number or amount of Preferred Shares that we must sell in order to
conduct a
 closing in this offering on page 14; and
 [t]here is no minimum number of shares of Preferred Shares that we
must sell in
 order to conduct a closing in this offering on page 197. Please
revise your
 disclosures to be consistent and clarify whether the consummation of
this offering
 is conditioned upon the sale of a specific number of securities,
sales, or
 purchasers.
 If the offering is so conditioned, please advise as to how your offering
complies with
 each of Rule 10b-9 and 15c2-4 of the Exchange Act, if applicable, and
revise your
 disclosure as appropriate.
2. Disclosure in your Form 1-K for the year ended December 31, 2024
indicates, in part,
 that Estimates of probable reserves, and the future cash flows related
to such
 estimates, are inherently imprecise and are more uncertain than estimates
of proved
 reserves, and the future cash flows related to such estimates, but have
not been
 adjusted for risk due to that uncertainty. Because of such uncertainty,
estimates of
 probable reserves, and the future cash flows related to such estimates,
may not be
 comparable to estimates of proved reserves, and the future cash flows
related to such
 estimates, and should not be summed arithmetically with estimates of
proved reserves,
 and the future cash flows related to such estimates.

 However, the graphic on slide 24 from your June 19, 2025 investor
presentation
 includes a prominent presentation of combined values for proved and
probable
 reserves as of the years ended December 31, 2023 and December 31, 2024
and the
 quarter ended March 31, 2025. Similarly, the related transcript,
beginning with the
 sentence It's a quasi-way of determining how much our assets are worth
 , includes
 extensive discussion of combined values for proved and probable reserves.

 Explain to us how the inclusion in your investor presentation slide deck
of combined
 values for proved and probable reserves, and the discussion in the
related transcript, is
 consistent with the disclosure from your 1-K.
3. Disclosure in your Form 1-K for the year ended December 31, 2024 also
indicates, in
 part, that The probable reserves disclosed herein have been quantified
using
 deterministic methods and, when combined with proved reserves, have at
least a 50%
 probability that actual quantities recovered will equal or exceed the
proved plus
 probable reserves estimates in accordance with Rule 4-10(a)(18) of
Regulation S-
 X. The probable reserves are adjacent to quantifiable proved reserves but
where data
 control is present but is less certain.

 Separately, the transcript from your June 19, 2025 investor presentation
indicates that
 Probable to us is not that there might be reserves there. There's
almost certainly
 reserves there.
 August 12, 2025
Page 3

 Explain to us how the statement in the transcript that there s
almost certainly
 reserves there is consistent with the disclosure in your 1-K regarding
the uncertainty
 of probable reserves.
 Please contact Timothy S. 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
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