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CORRESP Filing

Phoenix Energy One, LLC
Date: May 12, 2025 · CIK: 0001818643 · Accession: 0001193125-25-117908

Offering / Registration Process

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File numbers found in text: 333-282862

Date
May 12, 2025
Author
* * * *
Form
CORRESP
Company
Phoenix Energy One, LLC

Letter

Re: Phoenix Energy One, LLC Registration Statement on Form S-1 (File No. 333-282862) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Phoenix Energy One, LLC (the “ Company ”) hereby respectfully requests that the effective date of the Company’s Registration Statement on Form S-1 (File No. 333-282862) be accelerated by the Securities and Exchange Commission to 5:15 p.m. Washington D.C. time on May 14, 2025 or as soon as practicable thereafter, unless the Company notifies you otherwise prior to such time. * * * *

Phoenix Energy One, LLC 18575 Jamboree Road, Suite 830 Irvine, California 92612 May 12, 2025 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549

Attention: Myra Moosariparambil Craig Arakawa Anuja Majmudar Daniel Morris Division of Corporation Finance Office of Energy & Transportation

The Company requests that we be notified of such effectiveness by a telephone call to Ross McAloon of Latham & Watkins LLP at (714) 755-8051 and that such effectiveness also be confirmed in writing.

Sincerely,
Phoenix Energy One, LLC

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CORRESP
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 filename1.htm

 CORRESP

 Phoenix Energy One, LLC
 18575 Jamboree Road, Suite 830
 Irvine, California 92612 May 12, 2025
 Via EDGAR Securities and Exchange Commission
 Division of Corporation Finance 100 F Street, N.E.
 Washington, D.C. 20549

 Attention:
 Myra Moosariparambil
 Craig Arakawa Anuja Majmudar
 Daniel Morris Division of
Corporation Finance Office of Energy & Transportation

 Re:
 Phoenix Energy One, LLC
 Registration Statement on Form S-1 (File
 No. 333-282862) Ladies and Gentlemen:
 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Phoenix Energy One, LLC (the “ Company ”) hereby
respectfully requests that the effective date of the Company’s Registration Statement on Form S-1 (File No. 333-282862) be accelerated by the Securities and
Exchange Commission to 5:15 p.m. Washington D.C. time on May 14, 2025 or as soon as practicable thereafter, unless the Company notifies you otherwise prior to such time.
 * * * *

 The Company requests that we be notified of such effectiveness by a telephone call to Ross
McAloon of Latham & Watkins LLP at (714) 755-8051 and that such effectiveness also be confirmed in writing.

 Sincerely,

 Phoenix Energy One, LLC

 /s/ Curtis Allen

 Name: Curtis Allen

 Title:  Chief Financial Officer
 cc: (via e-mail)
 Adam Ferrari, Chief Executive Officer, Phoenix Energy One, LLC
 Lindsey Wilson, Chief Business Officer, Phoenix Energy One, LLC
 Curtis Allen, Chief Financial Officer, Phoenix Energy One, LLC
 David Wheeler, Chief Legal Officer, Phoenix Energy One, LLC Ross
McAloon, Latham & Watkins LLP Christopher J. Clark, Latham & Watkins LLP
 Michele M. Anderson, Latham & Watkins LLP