SecProbe.io

CORRESP
 1
 filename1.htm

 CORRESP

 Phoenix Energy One, LLC
 18575 Jamboree Road, Suite 830
 Irvine, California 92612
 August 25, 2025 Via EDGAR
 Division of Corporation Finance Office of
Energy & Transportation U.S. Securities and Exchange Commission
 100 F Street, N.E. Washington, D.C. 20549

 Attn:
 Timothy Levenberg
 Karina Dorin

 Re:
 Phoenix Energy One, LLC
 Amendment No. 3 to Offering Statement on Form 1-A
 Filed August 14, 2025
 File No. 024-12634
 To Whom It May Concern: On behalf of Phoenix
Energy One, LLC (the “Company”), I respectfully request that the qualification date to the above-referenced Offering Statement be accelerated and that the Offering Statement be declared qualified
at 5:20 p.m. Eastern Time on Wednesday, August 27, 2025, or as soon thereafter as is reasonably practicable. The participant in the Company’s offering received a no objections letter from FINRA on August 8, 2025.
 The Company requests that we be notified of such qualification by a telephone call to Ross McAloon of Latham & Watkins LLP at (714) 755-8051 and that such qualification also be confirmed in writing.

 Sincerely,

 By:

 /s/ Adam Ferrari

 Name:

 Adam Ferrari

 Title:

 Chief Executive Officer

CORRESP
 1
 filename1.htm

 CORRESP

 555 Eleventh Street, N.W., Suite 1000

 Washington, D.C. 20004-1304

 Tel: +1.202.637.2200  Fax: +1.202.637.2201

 www.lw.com

 FIRM / AFFILIATE OFFICES

 Austin

 Milan

 Beijing

 Munich

 Boston

 New York

 Brussels

 Orange County

 Chicago

 Paris

 Dubai

 Riyadh

 Düsseldorf

 San Diego

 August 14, 2025

 Frankfurt

 San Francisco

 Hamburg

 Seoul

 Hong Kong

 Silicon Valley

 Via EDGAR

 Houston

 Singapore

 London

 Tel Aviv

 Division of Corporation Finance

 Los Angeles

 Tokyo

 Office of Energy & Transportation

 Madrid

 Washington, D.C.
 U.S. Securities and Exchange Commission
 100 F Street, N.E. Washington, D.C. 20549

 Attn:
 Timothy Levenberg
 Karina Dorin

 Re:
 Phoenix Energy One, LLC
 Amendment No. 2 to Offering Statement on Form 1-A
 Filed August 1, 2025
 File No. 024-12634
 To Whom It May Concern: On behalf of Phoenix
Energy One, LLC (the “ Company ”), we are transmitting this letter in response to comments received from the staff (the “ Staff ”) of the U.S. Securities and Exchange Commission (the
“ Commission ”) by letter dated August 12, 2025 (the “ Comment Letter ”) with respect to the Company’s Amendment No. 2 to Offering Statement on Form
 1-A filed by the Company on August 1, 2025. This letter is being submitted together with an amendment (“ Amendment No. 3 ”) to the above-referenced
Offering Statement on Form 1-A (the “ Offering Statement ”), which has been revised where applicable to address the Staff’s comments.
 The numbered paragraphs in bold italics below correspond to the numbered paragraphs in the Staff’s Comment Letter and are followed by the
Company’s responses. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in Amendment No. 3. All references to page numbers and captions (other than those in the Staff’s comments) correspond to
the page numbers and captions in Amendment No. 3. 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;

 August 14, 2025
 Page
 2

 •

 “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;

 •

 “[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.
 Response : The Company acknowledges the Staff’s comment and advises the Staff the offering will comply with each of Rule 10b-9 and 15c2-4 of the Exchange Act, and that the Company has updated its disclosure accordingly.
 The Company confirms that the closing of the offering is expressly contingent upon approval of the Preferred Shares for listing on NYSE
American, and consequently the satisfaction of the Minimum Quantitative Standards. There is no minimum number of shares or dollar amount that must be sold apart from these listing and quantitative requirements.
 In accordance with Rule 10b-9 and Rule 15c2-4 under
the Exchange Act, all investor subscription funds will be promptly deposited into a segregated escrow account at Wilmington Trust and will not be released to the Company until the closing of the offering. If the offering is terminated, or does not
otherwise close, including due to inability to satisfy the Minimum Quantitative Standards, by the Termination Date, all funds will be promptly returned to investors in full, without interest or deduction. No funds will be commingled with Company
assets or used by the Company and no Preferred Shares will be issued prior to closing. The Company has revised the cover page,
pages 14, 15, 68, 69, 71, 199, 201, 204 and 216, the form of subscription agreements attached as Exhibits 4.1 and 4.2 to Amendment No. 3, and the escrow agreement attached as Exhibit 8.1 to Amendment No. 3, accordingly.

 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.
 Response : The Company respectfully advises the Staff that it will remove the presentation of combined values for proved and probable
reserves from its investor presentations and other public materials, and that the Company will not present such combined values in the future. The Company advises the Staff that the Company utilizes these combined values internally in managing its
operations and assessing its performance against its business strategies and objectives, including the development of proved and probable reserves and expansion of overall reserves. The graphic

 August 14, 2025
 Page
 3

on slide 24 is intended to depict (1) the Company’s history of converting probable reserves into proved reserves over the presented historical periods and (2) the Company’s
expansion of overall reserves over such periods. However, the Company advises the Staff that it will in the future present proved and probable reserves separately from one another. Specifically, the Company will include the presentation of probable
reserves in Bbl, Mcf and Boe, separately from the proved reserves. Furthermore, the Company will not present any PV-10 value associated with such probable reserves.

 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 SX. 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.”
 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. Response :
The Company respectfully submits that the statement in the transcript was not intended to convey absolute certainty as to the extent or value of the probable reserves, but was intended to convey management’s confidence in its ability to execute
on its business strategies and objectives, including the development of proved and probable reserves. The Company has a successful history of converting probable reserves into proved reserves. Based on this history and experience, the Company
believes that its acquired probable reserves have significant potential and that there are reserves to be developed and recovered over time. However, the Company respectfully advises the Staff that it will avoid referring to its probable reserves in
a manner that implies certainty or that such reserves are proved. * * * *

 August 14, 2025
 Page
 4

 We hope that the foregoing has been responsive to the Staff’s comments and look forward
to resolving any outstanding issues as quickly as possible. Please direct any questions or comments regarding the foregoing to me by email at ross.mcaloon@lw.com or by telephone at (714) 755-8051 or to my
colleague Christopher J. Clark by email at christopher.j.clark@lw.com or by telephone at (202) 637-2374.

 Very truly yours,

 /s/ Ross McAloon

 Ross McAloon of LATHAM & WATKINS LLP

 cc:
 Curtis Allen, Chief Financial Officer, Phoenix Energy One, LLC
 David Wheeler, Chief Legal Officer, Phoenix Energy One, LLC
 Christopher J. Clark, Latham & Watkins LLP

<DOCUMENT>
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<FILENAME>filename2.txt
<TEXT>
 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
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 CORRESP

 555 Eleventh Street, N.W., Suite 1000

 Washington, D.C. 20004-1304

 Tel: +1.202.637.2200 Fax: +1.202.637.2201
 www.lw.com

 FIRM / AFFILIATE OFFICES

 Austin

 Milan

 Beijing

 Munich

 Boston

 New York

 Brussels

 Orange County

 Century City

 Paris

 Chicago

 Riyadh

 August 1, 2025

 Dubai

 San Diego

 Düsseldorf

 San Francisco

 Frankfurt

 Seoul

 Via EDGAR

 Hamburg

 Silicon Valley

 Hong Kong

 Singapore

 Houston

 Tel Aviv

 Division of Corporation Finance

 London

 Tokyo

 Office of Energy & Transportation

 Los Angeles

 Washington, D.C.

 U.S. Securities and Exchange Commission

 Madrid

 100 F Street, N.E. Washington,
D.C. 20549 Attn: Timothy Levenberg
   Karina Dorin

 Re:
 Phoenix Energy One, LLC
 Amendment No. 1 to Offering Statement on Form 1-A
 Filed July 14, 2025
 File No. 024-12634
 To Whom It May Concern: On behalf of Phoenix
Energy One, LLC (the “ Company ”), we are transmitting this letter in response to comments received from the staff (the “ Staff ”) of the U.S. Securities and Exchange Commission (the
“ Commission ”) by letter dated July 28, 2025 (the “ Comment Letter ”) with respect to the Company’s Amendment No. 1 to Offering Statement on Form 1-A
filed by the Company on July 14, 2025. This letter is being submitted together with an amendment (“ Amendment No. 2 ”) to the above-referenced Offering Statement on Form 1-A (collectively, the “ Offering Statement ”), which has been revised where applicable to address the Staff’s comments.
 The numbered paragraphs in bold italics below correspond to the numbered paragraphs in the Staff’s Comment Letter and are followed by the
Company’s responses. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in Amendment No. 2. All references to page numbers and captions (other than those in the Staff’s comments) correspond to
the page numbers and captions in Amendment No. 2. Amendment No. 1 to Offering Statement on Form 1-A.
 Provisions of Note in our Subscription Agreement, page 205

 1.
 We note your revised disclosure in response to prior comment 7 states that the subscription agreement
includes a forum selection provision that requires any claims be brought in a state or federal court of competent jurisdiction in the State of New York. However, your subscription agreements filed as Exhibits 4.1 and 4.2 state that claims may be
instituted in the federal courts of the United States or the courts of the State of New York. Please revise or advise.

 August 1, 2025
 Page 2

 Response : The Company acknowledges the Staff’s comment and advises the Staff that
it has revised page 206, and the form of subscription agreements attached as Exhibits 4.1 and 4.2 to Amendment No.2, accordingly. General

 2.
 We note your responses to prior comments 2 and 6 and reissue in part. We note your disclosure that you
have not set a maximum period of time to decide whether to accept or reject a subscription or for the closing to occur. We also note that you reserve the right to terminate the offering at any time and may reject subscriptions “in whole or in
part, for any reason or no reason.” Further, we note that the offering is contingent upon obtaining certain approval. Please revise your disclosure to disclose the details of your process for accepting or rejecting subscriptions and the
mechanics of settlement, including how soon after receipt of a subscription you will accept or reject such subscription, what factors will go into deciding whether to accept or reject a subscription, what factors will go into deciding when to settle
subscriptions, how you will inform investors of the settlement cycle, and how soon after you make the final determination to accept or reject a subscription that settlement will occur. As it appears that you have an undetermined time to process
subscription requests and can reject a subscription for any reason, an undetermined time to have closings, may terminate the offering at any time, and you will not complete this offering unless the Preferred Shares are approved for listing on the
NYSE American, please provide your analysis as to whether your offering should be considered to be an impermissible delayed offering and not a continuous offering within the meaning of Rule 251(d)(3)(i)(F) of Regulation A. If the offering is
intended to be a continuous offering within the meaning of Rule 251(d)(3)(i)(F) of Regulation A, please revise your offering circular to disclose that the offering will commence within two calendar days after qualification .
 Response : The Company acknowledges the Staff’s comment and advises the Staff that it has revised the cover
page, pages 14, 15, 198, 204 and 205, and the form of subscription agreements attached as Exhibits 4.1 and 4.2 to Amendment No.2, accordingly. The Company also respectfully advises the Staff that the offering is intended to be a continuous offering
within the meaning of Rule 251 (d)(3)(i)(F). Rule 251(d)(3)(i)(F) states that “continuous or delayed offerings may be made under this Regulation A, so long as the offering statement pertains only to:… (F) securities the offering of
which will be commenced within two calendar days after the qualification date, will be made on a continuous basis, may continue for a period in excess of 30 calendar days from the date of initial qualification, and will be offered in an amount that,
at the time the offering statement is qualified, is reasonably expected to be offered and sold within two years from the initial qualification date.”
 The Company respectfully advises the Staff that the Company will commence offering the Preferred Shares within two calendar days after the
qualification of the Offering Statement by the Commission, and that the offering will be made on a continuous basis for a period that may exceed 30 days from the date of initial qualification.

 3.
 We note your revised disclosure on the offering circular cover page that once you have determined to
close the offering, you will inform investors of such closing date and the listing date in accordance with the terms of the subscription agreement. Please expand your disclosure to specifically discuss how you will inform investors of the
closing.

 August 1, 2025
 Page 3

 Response : The Company acknowledges the Staff’s comment and advises the Staff that
it has revised the cover page, pages 15 and 204, and the form of subscription agreements attached as Exhibits 4.1 and 4.2 to Amendment No.2, accordingly.
 * * * *

 August 1, 2025
 Page 4

 We hope that the foregoing has been responsive to the Staff’s comments and look forward
to resolving any outstanding issues as quickly as possible. Please direct any questions or comments regarding the foregoing to me by email at ross.mcaloon@lw.com or by telephone at (714) 755-8051 or to my
colleague Christopher J. Clark by email at christopher.j.clark@lw.com or by telephone at (202) 637-2374.

 Very truly yours,

 /s/ Ross McAloon

 Ross McAloon of LATHAM & WATKINS LLP

 cc:
 Curtis Allen, Chief Financial Officer, Phoenix Energy One, LLC
 David Wheeler, Chief Legal Officer, Phoenix Energy One, LLC
 Christopher J. Clark, Latham & Watkins LLP

<DOCUMENT>
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<FILENAME>filename2.txt
<TEXT>
 July 28, 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. 1 to Offering Statement on Form 1-A
 Filed July 14, 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 10,
2025 letter.

Amendment No. 1 to Offering Statement on Form 1-A
Provisions of Note in our Subscription Agreement, page 205

1. We note your revised disclosure in response to prior comment 7 states
that the
 subscription agreement includes a forum selection provision that
requires any claims
 be brought in a state or federal court of competent jurisdiction in the
State of New
 York. However, your subscription agreements filed as Exhibits 4.1 and
4.2 state that
 claims may be instituted in the federal courts of the United States or
the courts of the
 State of New York. Please revise or advise.
 July 28, 2025
Page 2

General

2. We note your responses to prior comments 2 and 6 and reissue in part. We
note your
 disclosure that you have not set a maximum period of time to decide
whether to
 accept or reject a subscription or for the closing to occur. We also
note that you
 reserve the right to terminate the offering at any time and may reject
subscriptions in
 whole or in part, for any reason or no reason. Further, we note that
the offering is
 contingent upon obtaining certain approval. Please revise your
disclosure to disclose
 the details of your process for accepting or rejecting subscriptions and
the mechanics
 of settlement, including how soon after receipt of a subscription you
will accept or
 reject such subscription, what factors will go into deciding whether to
accept or reject
 a subscription, what factors will go into deciding when to settle
subscriptions, how
 you will inform investors of the settlement cycle, and how soon after
you make the
 final determination to accept or reject a subscription that settlement
will occur. As it
 appears that you have an undetermined time to process subscription
requests and can
 reject a subscription for any reason, an undetermined time to have
closings, may
 terminate the offering at any time, and you will not complete this
offering unless the
 Preferred Shares are approved for listing on the NYSE American, please
provide your
 analysis as to whether your offering should be considered to be an
impermissible
 delayed offering and not a continuous offering within the meaning of
Rule
 251(d)(3)(i)(F) of Regulation A. If the offering is intended to be a
continuous offering
 within the meaning of Rule 251(d)(3)(i)(F) of Regulation A, please
revise your
 offering circular to disclose that the offering will commence within two
calendar
 days after qualification.
3. We note your revised disclosure on the offering circular cover page that
once you
 have determined to close the offering, you will inform investors of such
closing date
 and the listing date in accordance with the terms of the subscription
agreement. Please
 expand your disclosure to specifically discuss how you will inform
investors of the
 closing.
 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
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 CORRESP

 555 Eleventh Street, N.W., Suite 1000

 Washington, D.C. 20004-1304

 Tel: +1.202.637.2200 Fax: +1.202.637.2201

 www.lw.com

 FIRM / AFFILIATE OFFICES

 Austin

 Milan

 Beijing

 Munich

 Boston

 New York

 Brussels

 Orange County

 Century City

 Paris

 Chicago

 Riyadh

 Dubai

 San Diego

 July 14, 2025

 Düsseldorf

 San Francisco

 Frankfurt

 Seoul

 Hamburg

 Silicon Valley

 Via EDGAR

 Hong Kong

 Singapore

 Houston

 Tel Aviv

 Division of Corporation Finance

 London

 Tokyo

 Office of Energy & Transportation

 Los Angeles

 Washington, D.C.

 U.S. Securities and Exchange Commission

 Madrid

 100 F Street, N.E. Washington,
D.C. 20549

 Attn:
 Timothy Levenberg
 Karina Dorin

 Re:
 Phoenix Energy One, LLC
 Offering Statement on Form 1-A
 Filed June 26, 2025
 File No. 024-12634
 To Whom It May Concern: On behalf of Phoenix
Energy One, LLC (the “ Company ”), we are transmitting this letter in response to comments received from the staff (the “ Staff ”) of the U.S. Securities and Exchange Commission (the
“ Commission ”) by letter dated July 10, 2025 (the “ Comment Letter ”) with respect to the Company’s Offering Statement on Form 1-A filed by the Company on
June 26, 2025. This letter is being submitted together with an amendment (“ Amendment No. 1 ”) to the above-referenced Offering Statement on Form 1-A
(the “ Offering Statement ”), which has been revised where applicable to address the Staff’s comments. The
numbered paragraphs in bold italics below set forth the comments of the Staff in the Comment Letter and are followed by the Company’s responses. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in
Amendment No. 1. All references to page numbers and captions (other than those in the Staff’s comments) correspond to the page numbers and captions in Amendment No. 1.
 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.

 July 14, 2025
 Page
 2

 Response : The Company acknowledges the Staff’s comment and advises the Staff that
it has revised the cover page and page 68, accordingly. The Company further advises the Staff that it has filed an amended escrow agreement as Exhibit 8.1 to reflect that there will be one closing for this offering.

 2.
 Please revise to clarify when the closing of the offering will occur and how you will inform investors of
the closing. Response : The Company acknowledges the Staff’s comment and advises the Staff that it
has revised the cover page and pages 14 and 204, accordingly.

 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.
 Response : The Company acknowledges the Staff’s comment and has revised the cover page and pages 12 and 170 accordingly. The Company
respectfully advises the Staff that the original issuance date will be the closing date of the offering. Following the qualification of the offering statement, the Company will commence offering the Preferred Shares for an indefinite period of time
until it determines, in its discretion, to close the offering. As the Company will determine when to close the offering, the Company will know the amount of the initial pro-rated distribution prior to the
original issuance date. However, the Company respectfully submits that the actual original issuance date will not be known at the time of the qualification of the offering statement. As a result, the Company is unable to disclose the actual amount
of the initial pro-rated distribution in the offering statement and, as a conveient reference for potential investors, has included disclosure of an indicative initial
 pro-rated distribution that assumes a closing on August 1, 2025. However, the Company notes to the Staff that it expects to disclose the actual amount of the initial
 pro-rated distribution in its Current Report on Form 8-K filed in connection with the closing of the offering and in its press release announcing the completion of the
offering.

 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.
 Response : The Company acknowledges the Staff’s comment and advises the Staff that it has revised the cover page and pages 7, 58,
146, 149, 163, 167, and 168 accordingly. 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. Response : The Company acknowledges the Staff’s comment and has
revised page 67 accordingly.

 July 14, 2025
 Page
 3

 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. Response : The Company acknowledges
the Staff’s comment and advises the Staff that it has revised page 204, and the form of subscription agreements attached as Exhibits 4.1 and 4.2 to Amendment No.1, accordingly.
 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.
 Response : The Company acknowledges the Staff’s comment and advises the Staff that it has revised page 205
accordingly. *  *  *  *

 July 14, 2025
 Page
 4

 We hope that the foregoing has been responsive to the Staff’s comments and look forward
to resolving any outstanding issues as quickly as possible. Please direct any questions or comments regarding the foregoing to me by email at ross.mcaloon@lw.com or by telephone at (714) 755-8051 or to my
colleague Christopher J. Clark by email at christopher.j.clark@lw.com or by telephone at (202) 637-2374.

 Very truly yours,

 /s/ Ross McAloon

 Ross McAloon of LATHAM & WATKINS
LLP

 cc:
 Adam Ferrari, Chief Executive Officer, Phoenix Energy One, LLC
 Curtis Allen, Chief Financial Officer, Phoenix Energy One, LLC
 David Wheeler, Chief Legal Officer, Phoenix Energy One, LLC
 Christopher J. Clark, Latham & Watkins LLP
 Michele M. Anderson, Latham & Watkins LLP

<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>

CORRESP
 1
 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

CORRESP
 1
 filename1.htm

 CORRESP

 VIA EDGAR
 May 12, 2025 U.S. Securities and Exchange Commission
 Division of Corporation Finance

 Re:
 Acceleration Request for 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 (the “Act”), we, as the broker/dealer of record hereby join in the
request of Phoenix Energy One, LLC (the “Company”) for acceleration of the effective date of the above-referenced Registration Statement, requesting effectiveness as of 5:15 p.m., Eastern Time, on May 14, 2025, or as soon as
practicable thereafter, or at such later time as the Company or its outside counsel, Latham &Watkins LLP, may request via telephone call to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission.
 Pursuant to Rule 460 under the Act, please be advised that we, as broker/dealer of record, will take reasonable steps to secure adequate
distribution of the preliminary prospectus to prospective underwriters, dealers, institutional investors, and others prior to the requested effective time of the Registration Statement.
 We, the undersigned, as the broker/dealer of record, have complied and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. [ Signature Pages Follow ]

 Very truly yours,

 DALMORE GROUP, LLC

 By:

 /s/ Oscar Seidel

 Name: Oscar Seidel

 Title: CEO
 [ Broker/Dealer of Record Acceleration Request ]

CORRESP
 1
 filename1.htm

 CORRESP

 555 Eleventh Street, N.W., Suite 1000

 Washington, D.C. 20004-1304

 Tel: +1.202.637.2200 Fax: +1.202.637.2201

 www.lw.com

 FIRM / AFFILIATE OFFICES

 Austin

 Milan

 Beijing

 Munich

 Boston

 New York

 Brussels

 Orange County

 Century City

 Paris

 Chicago

 Riyadh

 Dubai

 San Diego

 May 8, 2025

 Düsseldorf

 San Francisco

 Frankfurt

 Seoul

 Hamburg

 Silicon Valley

 Via EDGAR

 Hong Kong

 Singapore

 Houston

 Tel Aviv

 Division of Corporation Finance

 London

 Tokyo

 Office of Energy & Transportation

 Los Angeles

 Washington, D.C.

 U.S. Securities and Exchange Commission

 Madrid

 100 F Street, N.E. Washington,
D.C. 20549

 Attn:
 Myra Moosariparambil
 Craig Arakawa Anuja Majmudar
 Daniel Morris

 Re:
 Phoenix Energy One, LLC
 Amendment No. 3 to Registration Statement on Form S-1
 Submitted on March 28, 2025
 File No. 333-282862
 To Whom It May Concern: On behalf of our
client, Phoenix Energy One, LLC (the “ Company ”), and pursuant to the applicable provisions of the U.S. Securities Act of 1933, as amended, and the rules promulgated thereunder, we are submitting this letter setting forth the
responses of the Company to the comments provided by the staff (the “ Staff ”) of the U.S. Securities and Exchange Commission (the “ Commission ”) in its comment letter dated May 2, 2025 (the
“ Comment Letter ”) with respect to the Company’s Amendment No. 3 to Registration Statement on Form S-1 filed by the Company on April 25, 2025. We submitted an initial
supplemental letter on May 6, 2025 via EDGAR in advance of our public filing of Amendment No. 4 (“ Amendment No. 4 ”) to the above-mentioned Registration Statement on Form S-1 (the “ Registration
Statement ”), which letter included proposed revised disclosure to be included in Amendment No. 4 to address the Staff’s comments. We are now submitting a second supplemental letter via EDGAR in advance of our public filing of
Amendment No. 4 to the above-mentioned Registration Statement, containing certain proposed revised disclosure to be included in Amendment No. 4 to address comment 1 and comment 4 of the Comment Letter and our supplemental discussion with the Staff
on May 6, 2025. The numbered paragraphs in bold italics below set forth the comments of the Staff in the Comment Letter and are followed
by the Company’s responses, which include a reference to the relevant schedule to this letter. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in Amendment No. 3. All references to page numbers
and captions (other than those in the Staff’s comments) correspond to the page numbers and captions in Amendment No. 3.

 May 8, 2025
 Page
 2

 Registration Statement on Form S-1
 Mandatory Redemption, Page 11

 1.
 We note your response to prior comment 4. However, your disclosure remains unclear as to what your
reference to “applicable subordination provisions” means. In addition, please reconcile your statement in the first sentence of the second paragraph that redemption requests “will” be processed in the order they are received with
your revised disclosure in the next sentence that you “intend” to process redemption requests in the order received and “do not intend” to prioritize requests .
 Response: The Company acknowledges the Staff’s comment and our supplemental discussion with the Staff on May 6, 2025, and advises
the Staff that it proposes to make the revisions to the Registration Statement as set forth in Schedule I to this letter. Elements of Our
Executive Compensation Program, page 111

 4.
 We note your response to prior comment 10. Specifically, we note revisions to provide additional
information related to the compensation arrangements for Mr. Ferrari, Mr. Allen, and Ms. Wilson. Please further revise as follows:

 •

 Please clarify, if true, that the twice monthly amounts payable to Mr. Ferrari, Mr. Allen, and
Ms. Wilson in 2024 were calculated based on the assumption that the company would meet the revenue target set by LJC. Also, please state, if true, that Mr. Ferrari, Mr. Allen, and Ms. Wilson received the full variable
compensation

 May 8, 2025
 Page
 3

amounts (i.e., $3,1350,000, $1,567,500, and $399,000, respectively), even though Phoenix did not meet its gross revenue target of $285 million upon which variable compensation was contingent
under the 2024 employee agreements. In this regard, since you did not meet the applicable revenue target, please reconcile your disclosure under Base Compensation on page 111 that the employees were entitled to these payments.

 •

 You describe the $3,000,000 payment to Adam Ferrari in January 2025 as an advance which will, in turn,
reduce the amount of subsequent payments due from Phoenix to LJC. Please confirm, if true, that the advance was paid in January. Also, given that your twice monthly payments to Mr. Ferrari,
Mr. Allen, and Ms. Wilson in 2024 appear to have been advances on 2024 compensation, and given that you will continue to make twice monthly advances to
Mr. Allen and Ms. Wilson in 2025, please explain your rationale for modifying Mr. Ferrari’s compensation arrangement in 2025 to provide for a
large lump sum advance to him in January, rather than continuing to make pro rata incremental payments throughout the course of the year.

 •

 Please disclose your process for recovering payments in the event your performance falls short of the
revenue target, including whether any compensation amounts are placed in escrow prior to the true-up in December. Provide similar disclosure for your 2025 compensation plan.

 •

 We note that you have revised to disclose a revenue target for 2024 of
$285 million. However, the employee agreements with Mr. Ferrari, Mr. Allen, and Ms. Wilson appear to refer to
multiple revenue targets. Please advise. Response: The Company acknowledges the Staff’s comment and
our supplemental discussion with the Staff on May 6, 2025, and advises the Staff that it proposes to make the revisions to the Registration Statement as set forth in Schedule IV to this letter. In addition, the Company will file updated
employment agreement for each of Mr. Ferrari, Mr. Allen and Ms. Wilson to clarify the terms of the variable compensation.
 * * * *

 May 8, 2025
 Page
 4

 We hope that the foregoing has been responsive to the Staff’s comments and look forward
to resolving any outstanding issues as quickly as possible. Please direct any questions or comments regarding the foregoing to me by email at ross.mcaloon@lw.com or by telephone at (714) 755-8051, or to my
colleague, Christopher Clark, by email at christopher.j.clark@lw.com or by telephone at (202) 637-2374.

 Sincerely,

 /s/ Ross McAloon

 Ross McAloon of LATHAM & WATKINS
LLP

 cc:
 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
 Christopher J. Clark, Latham & Watkins LLP
 Michele M. Anderson, Latham & Watkins LLP

 SCHEDULE I
 (Attached)

reserves, respectively, and that we will need to raise approximately $658.9 million in additional capital through the end of 2028 to fund such development. Although we expect our cash flows
from operations to be sufficient to service cash interest and principal payment obligations under our debt for the foreseeable future, there can be no assurance as to the sufficiency of our cash flows for that purpose, and we do not expect such cash
flows alone to be adequate to fund both our debt service obligations and the development of our reserves. Therefore, we expect to require additional capital to fund our growth and may require additional liquidity to service our debt. As a result, we
may use the proceeds of additional debt, including the Notes offered hereby, to make interest and principal payments on our existing debt. See “ Risk Factors — Risks Related to Our Business and
Operations — The acquisition and development of our properties, directly or through our third-party E&P operators, will require substantial capital, and we and our third-party E&P operators may be unable to obtain needed
capital or financing on satisfactory terms or at all, including as a result of increases in the cost of capital resulting from Federal Reserve policies in the past few years and otherwise ,” “ Risk Factors — Risks
Related to Our Indebtedness — Despite our current level of indebtedness, we will still be able to incur substantially more debt. This could further exacerbate the risks to our financial condition described above ,”
“ Risk Factors—Risks Related to Our Indebtedness— We may not be able to generate sufficient cash to service all of our existing and future indebtedness, including the Notes, and may be forced to take other actions
 to satisfy our obligations under our indebtedness, which may not be successful ,” “ Risk Factors—Risks Related to the Notes and this Offering—We may invest or spend the proceeds of this offering in ways with which you
may not agree ,” “ Use of Proceeds ,” and “ Management’s Discussion and Analysis of Financial Condition and Results of Operations .”
 We may redeem any Note, in whole or in part, at any time, at a redemption price equal to the then-outstanding principal amount thereof, plus
accrued and unpaid interest, to, but excluding, the date of redemption. We may also purchase Notes, in whole or in part, at any time, through open-market or privately negotiated transactions with noteholders or pursuant to one or more tender or
exchange offers or otherwise, upon such terms and at such prices, as well as with such consideration, as we may determine. A Subject to the provisions described in “ Description of
Notes —Subordination ,” a holder may require us, at any time and from time to time prior to maturity, to redeem its Notes at a price equal to 95% of the aggregate principal
amount of such Notes plus accrued and unpaid interest to, but excluding, the date of redemption, subject to certain exceptions and to an annual cap on all such redemptions of 10% of the aggregate principal amount of all Notes issued and then
outstanding (the “ 10% Limit ”). The principal amount of any Notes requested for redemption by, and redeemed from, our 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; however, such redemptions will be included in calculating the 10% Limit with respect to our manager, executive officers, and their respective family
members. Noteholders will not otherwise have the right to require us to redeem any Notes. If we are prohibited by law or contract (including the terms of our indebtedness) from redeeming Notes, or the 10.0% Limit limits a holder’s ability to
have its Notes redeemed, the holder may have to hold its Notes to maturity. Our ability to redeem Notes may also be limited by our then-existing financial resources. We cannot assure you that sufficient funds will be available when necessary to make
any required purchases. See “ Risk Factors—Risks Related to the Notes and this Offering— Holders of Notes will have a
limited right to require us to redeem their Notes, and we may not be able to repurchase such Notes when requested ” and “ Description of Notes — Mandatory Redemption;
 Repu r chase at the Option of the Holders .”
 The Notes will be issued only in registered form in minimum denominations of $1,000, and the initial minimum investment amount per holder will
be $5,000 (the “ Minimum Purchase Amount ”). From time to time, we may, however, accept investments of less than the Minimum Purchase Amount or increase or decrease the Minimum Purchase Amount. There is no aggregate minimum
purchase amount of Notes we are seeking to offer. We have the right to reject any investment, in whole or in part, for any reason. The
Notes will be a new issue of securities for which there is currently no established public trading market or trading platform. The Notes will not be listed on any securities exchange or automated quotation system. Notes will be transferable by a
holder only with our prior written consent, which we may provide at our sole discretion and determine on an ad hoc basis. Accordingly, there can be no assurance as to the development of a trading platform, or the development or liquidity of any
market, for the Notes, or that you will be able to transfer your Notes. Therefore, you must be prepared to hold your Notes to maturity. See “ Risk Factors—Risks Related to the Notes and this Offering—Notes may only be transferred
with our consent. There is no established trading market for the Notes and an active trading market for the Notes is not expected to develop ” and “ Description of Notes—Transfer. ”
 We are a wholly owned subsidiary of Phoenix Equity Holdings, LLC, a Delaware limited liability company (“ Phoenix
Equity ”). Phoenix Equity is our sole member and, as such, directs our business and operations, including appointment and compensation of our officers. Lion of Judah Capital, LLC, a Delaware limited liability company
(“ LJC ”), controls Phoenix Equity and, therefore, indirectly has control over our management. Furthermore, Adam Ferrari, our Chief Executive Officer, is the manager of Phoenix Equity. Daniel Ferrari and Charlene Ferrari each
own 50% of the voting membership interests in, and are the managers of, LJC. Adam Ferrari, our Chief Executive Officer and the son of Daniel and Charlene Ferrari, owns 100% of the economic interests in LJC, but has no voting or managerial interest
in LJC. We are offering the Notes directly, without an underwriter or placement agent, and on a continuous basis. We have not made any
arrangement to place any of the proceeds from this offering in an escrow, trust, or similar account. The Notes will be offered to prospective investors on a commercially reasonable efforts basis by Dalmore Group, LLC (“ Dalmore
Group ” or, in its capacity as our

 with the Reg D Bonds, the “ Reg D/Reg A Bonds ”). The Reg D/Reg A Bonds that are not Subordinated Reg D Bonds (the “ Senior Reg D/Reg A Bonds ”) will constitute Senior Debt and will be
contractually senior to the Notes. The Subordinated Reg D Bonds are contractually subordinated to the Senior Reg D/Reg A Bonds and will be contractually subordinated to the Notes.

 See “ Prospectus Summary—Company Structure ” and “ Management ’ s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital
Resources—Indebtedness ” for more information regarding our outstanding debt for borrowed money. See “ Risk Factors—Risks Related to the Notes and this Offering — Your right to receive payment under the
Notes is contractually subordinated to Senior Debt, ” “ Risk Factors—Risks Related to the Notes and this Offering— The Notes are the Issuer’s obligations alone, and will be structurally subordinated to all
obligations of the Issuer ’ s existing and future subsidiaries ,” and “ Description of Notes—Ranking .”

 Further Issuances

 The Indenture will not limit the amount of other indebtedness that we or our subsidiaries may incur. Such indebtedness may be secured indebtedness, be Senior Debt, or otherwise rank senior to the Notes. We reserve the right, from
time to time and without the consent of any holders of the Notes, to re-open any series of the Notes on terms identical in all respects to the outstanding Notes of such series (except for the date of issuance,
the date interest begins to accrue, and, in certain circumstances, the first interest payment date), so that such additional Notes will be consolidated with, form a single series with, and increase the aggregate principal amount of the Notes of such
series. See “ Risk Factors — Risks Related to the Notes and this Offering .”

 Optional Redemption

 The Notes will be r

CORRESP
 1
 filename1.htm

 CORRESP

 555 Eleventh Street, N.W., Suite 1000

 Washington, D.C. 20004-1304

 Tel: +1.202.637.2200 Fax: +1.202.637.2201

 www.lw.com

 FIRM / AFFILIATE OFFICES

 Austin

 Milan

 Beijing

 Munich

 Boston

 New York

 Brussels

 Orange County

 Century City

 Paris

 Chicago

 Riyadh

 Dubai

 San Diego

 May 6, 2025

 Düsseldorf

 San Francisco

 Frankfurt

 Seoul

 Hamburg

 Silicon Valley

 Via EDGAR

 Hong Kong

 Singapore

 Houston

 Tel Aviv

 Division of Corporation Finance

 London

 Tokyo

 Office of Energy & Transportation

 Los Angeles

 Washington, D.C.

 U.S. Securities and Exchange Commission

 Madrid

 100 F Street, N.E. Washington,
D.C. 20549

 Attn:
 Myra Moosariparambil
 Craig Arakawa Anuja Majmudar
 Daniel Morris

 Re:
 Phoenix Energy One, LLC
 Amendment No. 3 to Registration Statement on Form S-1
 Submitted on March 28, 2025
 File No. 333-282862
 To Whom It May Concern: On behalf of our
client, Phoenix Energy One, LLC (the “ Company ”), and pursuant to the applicable provisions of the U.S. Securities Act of 1933, as amended, and the rules promulgated thereunder, we are submitting this letter setting forth the
responses of the Company to the comments provided by the staff (the “ Staff ”) of the U.S. Securities and Exchange Commission (the “ Commission ”) in its comment letter dated May 2, 2025 (the
“ Comment Letter ”) with respect to the Company’s Amendment No. 3 to Registration Statement on Form S-1 filed by the Company on April 25, 2025. We are submitting this
letter via EDGAR in advance of our public filing of Amendment No. 4 (“ Amendment No. 4 ”) to the above-mentioned Registration Statement on Form S-1 (the “ Registration Statement ”), which will be revised
to address the Staff’s comments. In response to the Staff’s comments and as discussed with the Staff on May 5, 2025, we are providing the Staff with copies of certain pages of Amendment No. 4, marked to show changes from Amendment No. 3,
containing proposed revised disclosure to be included in Amendment No. 4 to address the Staff’s comments. For the convenience of the Staff, these pages are organized by comment into separate schedules to this letter.
 The numbered paragraphs in bold italics below set forth the comments of the Staff in the Comment Letter and are followed by the Company’s
responses, which include a reference to the relevant schedule to this letter. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in Amendment No. 3. All references to page numbers and captions (other
than those in the Staff’s comments) correspond to the page numbers and captions in Amendment No. 3.

 May 6, 2025
 Page
 2

 Registration Statement on Form S-1
 Mandatory Redemption, Page 11

 1.
 We note your response to prior comment 4. However, your disclosure remains unclear as to what your
reference to “applicable subordination provisions” means. In addition, please reconcile your statement in the first sentence of the second paragraph that redemption requests “will” be processed in the order they are received with
your revised disclosure in the next sentence that you “intend” to process redemption requests in the order received and “do not intend” to prioritize requests .
 Response: The Company acknowledges the Staff’s comment and advises the Staff that it proposes to make the revisions to the
Registration Statement as set forth in Schedule I to this letter. Management’s Discussion and Analysis of Financial Condition and
Results of Operations Overview, page 54

 2.
 We note discussion elsewhere in your filing regarding tariffs. If it is reasonably possible that changes
in tariffs could have a material impact on your liquidity, capital resources or results of operations in future periods, revise your disclosure to clarify this and to describe the impacts.
 Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it proposes to make the revisions to
the Registration Statement as set forth in Schedule II to this letter. Commodity Prices, page 57

 3.
 We note recent decreases in index prices for WTI and Henry Hub. If current prices are below the price
assumptions underlying your development plans and related cash flow projections, expand your disclosure to clarify this and to describe the reasonably possible impact on your liquidity, capital resources, results of operations and reported reserve
volumes in the event that prices do not increase above current levels. requests . Response: The Company
acknowledges the Staff’s comment and advises the Staff that it proposes to make the revisions to the Registration Statement as set forth in Schedule III to this letter.
 Elements of Our Executive Compensation Program, page 111

 4.
 We note your response to prior comment 10. Specifically, we note revisions to provide additional
information related to the compensation arrangements for Mr. Ferrari, Mr. Allen, and Ms. Wilson. Please further revise as follows:

 •

 Please clarify, if true, that the twice monthly amounts payable to Mr. Ferrari, Mr. Allen, and
Ms. Wilson in 2024 were calculated based on the assumption that the company would meet the revenue target set by LJC. Also, please state, if true, that Mr. Ferrari, Mr. Allen, and Ms. Wilson received the full variable
compensation

 May 6, 2025
 Page
 3

amounts (i.e., $3,1350,000, $1,567,500, and $399,000, respectively), even though Phoenix did not meet its gross revenue target of $285 million upon which variable compensation was contingent
under the 2024 employee agreements. In this regard, since you did not meet the applicable revenue target, please reconcile your disclosure under Base Compensation on page 111 that the employees were entitled to these payments.

 •

 You describe the $3,000,000 payment to Adam Ferrari in January 2025 as an advance which will, in turn,
reduce the amount of subsequent payments due from Phoenix to LJC. Please confirm, if true, that the advance was paid in January. Also, given that your twice monthly payments to Mr. Ferrari,
Mr. Allen, and Ms. Wilson in 2024 appear to have been advances on 2024 compensation, and given that you will continue to make twice monthly advances to
Mr. Allen and Ms. Wilson in 2025, please explain your rationale for modifying Mr. Ferrari’s compensation arrangement in 2025 to provide for a
large lump sum advance to him in January, rather than continuing to make pro rata incremental payments throughout the course of the year.

 •

 Please disclose your process for recovering payments in the event your performance falls short of the
revenue target, including whether any compensation amounts are placed in escrow prior to the true-up in December. Provide similar disclosure for your 2025 compensation plan.

 •

 We note that you have revised to disclose a revenue target for 2024 of
$285 million. However, the employee agreements with Mr. Ferrari, Mr. Allen, and Ms. Wilson appear to refer to
multiple revenue targets. Please advise. Response: The Company acknowledges the Staff’s comment
advises the Staff that it proposes to make the revisions to the Registration Statement as set forth in Schedule IV to this letter. With
respect to the second bullet of this comment, the Company advises the Staff that LJC determined to modify Mr. Ferrari’s compensation arrangement for 2025 to provide for a lump sum advance to him in January due to the substantial growth in
operations the Company experienced under his leadership, including its successful and rapid expansion into oil and gas production and execution of its business strategy, as well as LJC’s determination, based on its business judgement, that
Mr. Ferrari’s prior pay was below market competitive levels. With respect to the fourth bullet of this comment, the Company
respectfully advises the Staff that gross revenue was the only revenue target used for determining 2024 variable revenue-based compensation for Mr. Ferrari, Mr. Allen, and Ms. Wilson, and that such compensation was tied to a gross revenue target of
$285 million set by LJC. No other target was used. * * * *

 May 6, 2025
 Page
 4

 We hope that the foregoing has been responsive to the Staff’s comments and look forward
to resolving any outstanding issues as quickly as possible. Please direct any questions or comments regarding the foregoing to me by email at ross.mcaloon@lw.com or by telephone at (714) 755-8051, or to my
colleague, Christopher Clark, by email at christopher.j.clark@lw.com or by telephone at (202) 637-2374.

 Sincerely,

 /s/ Ross McAloon

 Ross McAloon of LATHAM & WATKINS
LLP

 cc:
 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
 Christopher J. Clark, Latham & Watkins LLP
 Michele M. Anderson, Latham & Watkins LLP

 SCHEDULE I
 (Attached)

reserves, respectively, and that we will need to raise approximately $658.9 million in additional capital through the end of 2028 to fund such development. Although we expect our cash flows
from operations to be sufficient to service cash interest and principal payment obligations under our debt for the foreseeable future, there can be no assurance as to the sufficiency of our cash flows for that purpose, and we do not expect such cash
flows alone to be adequate to fund both our debt service obligations and the development of our reserves. Therefore, we expect to require additional capital to fund our growth and may require additional liquidity to service our debt. As a result, we
may use the proceeds of additional debt, including the Notes offered hereby, to make interest and principal payments on our existing debt. See “ Risk Factors — Risks Related to Our Business and
Operations — The acquisition and development of our properties, directly or through our third-party E&P operators, will require substantial capital, and we and our third-party E&P operators may be unable to obtain needed
capital or financing on satisfactory terms or at all, including as a result of increases in the cost of capital resulting from Federal Reserve policies in the past few years and otherwise ,” “ Risk Factors — Risks
Related to Our Indebtedness — Despite our current level of indebtedness, we will still be able to incur substantially more debt. This could further exacerbate the risks to our financial condition described above ,”
“ Risk Factors—Risks Related to Our Indebtedness— We may not be able to generate sufficient cash to service all of our existing and future indebtedness, including the Notes, and may be forced to take other actions
 to satisfy our obligations under our indebtedness, which may not be successful ,” “ Risk Factors—Risks Related to the Notes and this Offering—We may invest or spend the proceeds of this offering in ways with which you
may not agree ,” “ Use of Proceeds ,” and “ Management’s Discussion and Analysis of Financial Condition and Results of Operations .”
 We may redeem any Note, in whole or in part, at any time, at a redemption price equal to the then-outstanding principal amount thereof, plus
accrued and unpaid interest, to, but excluding, the date of redemption. We may also purchase Notes, in whole or in part, at any time, through open-market or privately negotiated transactions with noteholders or pursuant to one or more tender or
exchange offers or otherwise, upon such terms and at such prices, as well as with such consideration, as we may determine. A Subject to the provisions described in “ Description of
Notes —Subordination ,” a holder may require us, at any time and from time to time prior to maturity, to redeem its Notes at a price equal to 95% of the aggregate principal
amount of such Notes plus accrued and unpaid interest to, but excluding, the date of redemption, subject to certain exceptions and to an annual cap on all such redemptions of 10% of the aggregate principal amount of all Notes issued and then
outstanding (the “ 10% Limit ”). The principal amount of any Notes requested for redemption by, and redeemed from, our 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; however, such redemptions will be included in calculating the 10% Limit with respect to our manager, executive officers, and their respective family
members. Noteholders will not otherwise have the right to require us to redeem any Notes. If we are prohibited by law or contract (including the terms of our indebtedness) from redeeming Notes, or the 10.0% Limit limits a holder’s ability to
have its Notes redeemed, the holder may have to hold its Notes to maturity. Our ability to redeem Notes may also be limited by our then-existing financial resources. We cannot assure you that sufficient funds will be available when necessary to make
any required purchases. See “ Risk Factors—Risks Related to the Notes and this Offering— Holders of Notes will have a
limited right to require us to redeem their Notes, and we may not be able to repurchase such Notes when requested ” and “ Description of Notes — Mandatory Redemption;
 Repu r chase at the Option of the Holders .”
 The Notes will be issued only in registered form in minimum denominations of $1,000, and the initial minimum investment amount per holder will
be $5,000 (the “ Minimum Purchase Amount ”). From time to time, we may, however, accept investments of less than the Minimum Purchase Amount or increase or decrease the Minimum Purchase Amount. There is no aggregate minimum
purchase amount of Notes we are seeking to offer. We have the right to reject any investment, in whole or in part, for any reason. The
Notes will be a new issue of securities for which there is currently no established public trading market or trading platform. The Notes will not be listed on any securities exchange or automated quotation system. Notes will be transferable by a
holder only with our prior written consent, which we may provide at our sole discretion and determine on an ad hoc basis. Accordingly, there can be no assurance as to the development of a trading platform, or the development or liquidity of any
market, for the Notes, or that you will be able to transfer your Notes. Therefore, you must be prepared to hold your Notes to maturity. See “ Risk Factors—Risks Related to the Notes and this Offering—Notes may only be transferred
with our consent. There is no established trading market for the Notes and an active trading market for the Notes is not expected to develop ” and “ Description of Notes—Transfer. ”
 We are a wholly owned subsidiary of Phoenix Equity Holdings, LLC, a Delaware limited liability company (“ Phoenix
Equity ”). Phoenix Equity is our sole member and, as such, directs our business and operations, including appointment and compensation of our officers. Lion of Judah Capital, LLC, a Delaware limited liability company
(“ LJC ”), controls Phoenix Equity and, therefore, indirectly has control over our management. Furthermore, Adam Ferrari, our Chief Executive Officer, is the manager of Phoenix Equity. Daniel Ferrari and Charlene Ferrari each
own 50% of the voting membership interests in, and are the managers of, LJC. Adam Ferrari, our Chief Executive Officer and the son of Daniel and Charlene Ferrari, owns 100% of the economic interests in LJC, but has no voting or managerial interest
in LJC. We are offering the Notes directly, without an underwriter or placement agent, and on a continuous basis. We have not made any
arrangement to place any of the proceeds from this offering in an escrow, trust, or similar account. The Notes will be offered to prospective investors on a commercially reasonable efforts basis by Dalmore Group, LLC (“ Dalmore
Group ” or, in its capacity as our

 with the Reg D Bonds, the

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 2, 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. 3 to Registration Statement on Form S-1
 Filed April 25, 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 April 21,
2025 letter.

Amendment No. 3 to Form S-1
Mandatory Redemption, page 11

1. We note your response to prior comment 4. However, your disclosure
remains unclear
 as to what your reference to applicable subordination provisions
means. In addition,
 please reconcile your statement in the first sentence of the second
paragraph that
 redemption requests will be processed in the order they are
received with your
 revised disclosure in the next sentence that you intend to process
redemption
 requests in the order received and do not intend to prioritize
requests.
 May 2, 2025
Page 2
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 54

2. We note discussion elsewhere in your filing regarding tariffs. If it is
reasonably
 possible that changes in tariffs could have a material impact on your
liquidity, capital
 resources or results of operations in future periods, revise your
disclosure to clarify
 this and to describe the impacts.
Commodity Prices, page 57

3. We note recent decreases in index prices for WTI and Henry Hub. If
current prices
 are below the price assumptions underlying your development plans and
related cash
 flow projections, expand your disclosure to clarify this and to describe
the reasonably
 possible impact on your liquidity, capital resources, results of
operations and reported
 reserve volumes in the event that prices do not increase above current
levels.
Elements of Our Executive Compensation Program, page 111

4. We note your response to prior comment 10. Specifically, we note
revisions to
 provide additional information related to the compensation arrangements
for Mr.
 Ferrari, Mr. Allen, and Ms. Wilson. Please further revise as follows:

 Please clarify, if true, that the twice monthly amounts payable to
Mr. Ferrari, Mr.
 Allen, and Ms. Wilson in 2024 were calculated based on the
assumption that the
 company would meet the revenue target set by LJC. Also, please
state, if true, that
 Mr. Ferrari, Mr. Allen, and Ms. Wilson received the full variable
compensation
 amounts (i.e., $3,1350,000, $1,567,500, and $399,000, respectively),
even though
 Phoenix did not meet its gross revenue target of $285 million upon
which variable
 compensation was contingent under the 2024 employee agreements. In
this
 regard, since you did not meet the applicable revenue target, please
reconcile your
 disclosure under Base Compensation on page 111 that the employees
were
 entitled to these payments.

 You describe the $3,000,000 payment to Adam Ferrari in January
2025 as an
 advance which will, in turn, reduce the amount of subsequent
payments due from
 Phoenix to LJC. Please confirm, if true, that the advance was paid
in January.
 Also, given that your twice monthly payments to Mr. Ferrari, Mr.
Allen, and Ms.
 Wilson in 2024 appear to have been advances on 2024 compensation,
and given
 that you will continue to make twice monthly advances to Mr. Allen
and Ms.
 Wilson in 2025, please explain your rationale for modifying Mr.
Ferrari s
 compensation arrangement in 2025 to provide for a large lump sum
advance to
 him in January, rather than continuing to make pro rata incremental
payments
 throughout the course of the year.

 Please disclose your process for recovering payments in the event
your
 performance falls short of the revenue target, including whether any
compensation
 amounts are placed in escrow prior to the true-up in December.
Provide similar
 disclosure for your 2025 compensation plan.
 May 2, 2025
Page 3

 We note that you have revised to disclose a revenue target for
2024 of $285
 million. However, the employee agreements with Mr. Ferrari, Mr.
Allen, and Ms.
 Wilson appear to refer to multiple revenue targets. Please advise.

 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
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 CORRESP

 555 Eleventh Street, N.W., Suite 1000

 Washington, D.C. 20004-1304

 Tel: +1.202.637.2200 Fax: +1.202.637.2201

 www.lw.com

 FIRM / AFFILIATE OFFICES

 Austin

 Milan

 Beijing

 Munich

 Boston

 New York

 Brussels

 Orange County

 Century City

 Paris

 Chicago

 Riyadh

 Dubai

 San Diego

 Düsseldorf

 San Francisco

 April 25, 2025

 Frankfurt

 Seoul

 Hamburg

 Silicon Valley

 Via EDGAR

 Hong Kong

 Singapore

 Houston

 Tel Aviv

 Division of Corporation Finance

 London

 Tokyo

 Office of Energy & Transportation

 Los Angeles

 Washington, D.C.

 U.S. Securities and Exchange Commission

 Madrid

 100 F Street, N.E. Washington,
D.C. 20549

 Attn:
 Myra Moosariparambil
 Craig Arakawa Anuja Majmudar
 Daniel Morris

 Re:
 Phoenix Energy One, LLC
 Amendment No. 2 to Registration Statement on Form S-1
 Submitted on March 28, 2025
 File No. 333-282862
 To Whom It May Concern: On behalf of our
client, Phoenix Energy One, LLC (the “ Company ”), and pursuant to the applicable provisions of the U.S. Securities Act of 1933, as amended, and the rules promulgated thereunder, we are submitting this letter setting forth the
responses of the Company to the comments provided by the staff (the “ Staff ”) of the U.S. Securities and Exchange Commission (the “ Commission ”) in its comment letter dated April 21, 2025 (the
“ Comment Letter ”) with respect to the Company’s Amendment No. 2 to Registration Statement on Form S-1 filed by the Company on March 28, 2025. Concurrently with the
furnishing of this letter, the Company has filed an amendment (“ Amendment No. 3 ”) to the above-referenced Registration Statement on Form S-1
(collectively, the “ Registration Statement ”) through EDGAR, which has been revised where applicable to address the Staff’s comments.
 The numbered paragraphs in bold italics below set forth the comments of the Staff in the Comment Letter and are followed by the Company’s
responses. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in Amendment No. 3. All references to page numbers and captions (other than those in the Staff’s comments) correspond to the page
numbers and captions in Amendment No. 3.

 April 25, 2025
 Page
 2

 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;

 •

 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.
 Response : The Company acknowledges the Staff’s comment and advises the Staff that it has revised the cover page and pages 1, 2, 40,
55, 86, and 87 accordingly. The Company respectfully advises the Staff that, with respect to the second bullet point of this comment 1, the Company expects its cash flows from operations for the foreseeable future to be sufficient to service its
debt obligations, but not sufficient to both service its debt obligations and fully develop the Company’s proved and probable undeveloped reserves. The Company has revised the disclosure in Amendment No. 3 to clarify that distinction.
 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.
 Response : The Company acknowledges the Staff’s comment and respectfully advises the Staff that the requested disclosure already
exists in the sixth paragraph under “ Prospectus Summary—Our Company—Overview ” on page 1. 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.

 April 25, 2025
 Page
 3

 Response : The Company acknowledges the Staff’s comment and advises the Staff that
it has revised pages 45 and 128 accordingly.

 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.
 Response : The Company acknowledges the Staff’s comment and advises the Staff that it has revised pages 11,
44, and 129 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 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.
 Response : The Company acknowledges the Staff’s comment advises the Staff that it has revised page 60 accordingly.
 Business Our Oil and Natural Gast 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. Response :
The Company acknowledges the Staff’s comment and advises the Staff that it has revised page 91 accordingly. 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. Response : The Company acknowledges the Staff’s comment
and advises the Staff that it has revised page 91 accordingly. 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.
 Response : The Company acknowledges the Staff’s comment and advises the Staff that it has revised page 94 accordingly.

 April 25, 2025
 Page
 4

 Compensation Discussion and Analysis, page 93
 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).
 Response : The Company acknowledges the Staff’s comment and advises the Staff that it has revised page 115 accordingly. However, the
Company respectfully submits that it does not believe that Instruction 1 to Item 402(c) of Regulation S-K should be interpreted to relate to prior filings with the Commission pursuant to Regulation A because
of the wholly different disclosure requirements of that regulation related to compensation (including the persons for whom disclosure is required). Notwithstanding the foregoing, the Company has included the requested disclosure in Amendment
No. 3 by reference to the information the Company previously provided in its Regulation A filings.

 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. Response : The Company acknowledges the Staff’s comment and advises the Staff that it
has revised page 111 accordingly. Index to Financial Statements
 Notes to the 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.
 Response : The Company acknowledges the Staff’s comment and advises the Staff that it has revised page F-37 accordingly. 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.
 Response : The Company acknowledges the Staff’s comment and advises the Staff that it has revised page F-41 accordingly.

 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. Response : The Company acknowledges the Staff’s comment
and advises the Staff that it has revised pages 94 and F-42 accordingly. * * * *

 April 25, 2025
 Page
 5

 We hope that the foregoing has been responsive to the Staff’s comments and look forward
to resolving any outstanding issues as quickly as possible. Please direct any questions or comments regarding the foregoing to me by email at ross.mcaloon@lw.com or by telephone at (714) 755-8051, or to my
colleague, Christopher Clark, by email at christopher.j.clark@lw.com or by telephone at (202) 637-2374.

 Sincerely,

 /s/ Ross McAloon

 Ross McAloon of LATHAM & WATKINS
LLP

 cc:
 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
 Christopher J. Clark, Latham & Watkins LLP
 Michele M. Anderson, Latham & Watkins LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 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
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 CORRESP

 555 Eleventh Street, N.W., Suite 1000

 Washington, D.C. 20004-1304

 Tel: +1.202.637.2200 Fax: +1.202.637.2201

 www.lw.com

 FIRM / AFFILIATE OFFICES

 Austin

 Milan

 Beijing

 Munich

 Boston

 New York

 Brussels

 Orange County

 Century City

 Paris

 Chicago

 Riyadh

 March 28, 2025

 Dubai

 San Diego

 Düsseldorf

 San Francisco

 Frankfurt

 Seoul

 Via EDGAR

 Hamburg

 Silicon Valley

 Hong Kong

 Singapore

 Division of Corporation Finance

 Houston

 Tel Aviv

 Office of Energy & Transportation

 London

 Tokyo

 U.S. Securities and Exchange Commission

 Los Angeles

 Washington, D.C.

 100 F Street, N.E.

 Madrid

 Washington, D.C. 20549

 Attn:
 Myra Moosariparambil
 Craig Arakawa John Hodgin
 Anuja Majmudar Daniel Morris

 Re:
 Phoenix Energy One, LLC
 Amendment No. 1 to Registration Statement on Form S-1
 Filed on December 30, 2024
 File No. 333-282862
 To Whom It May Concern: On behalf of our
client, Phoenix Energy One, LLC, formerly known as Phoenix Capital Group Holdings, LLC (the “ Company ”), and pursuant to the applicable provisions of the U.S. Securities Act of 1933, as amended, and the rules promulgated
thereunder (the “ Securities Act ”), we are submitting this letter setting forth the responses of the Company to the comments provided by the staff (the “ Staff ”) of the U.S. Securities and Exchange
Commission (the “ Commission ”) in its comment letter dated January 28, 2025 (the “ Comment Letter ”) with respect to the Company’s Amendment No. 1 to Registration Statement on Form S-1 filed by the Company on December 30, 2024. Concurrently with the furnishing of this letter, the Company has filed an amendment (“ Amendment No. 2 ”) to
the above-referenced Registration Statement on Form S-1 (collectively, the “ Registration Statement ”) through EDGAR, which has been revised where applicable to address the Staff’s
comments. The numbered paragraphs in bold italics below set forth the comments of the Staff in the Comment Letter and are followed by the
Company’s responses. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in Amendment No. 2. All references to page numbers and captions (other than those in the Staff’s comments) correspond to
the page numbers and captions in Amendment No. 2.

 March 28, 2025
 Page
 2

 Registration Statement on Form S-1
 Cover Page

 1.
 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.
 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.
 Response : The Company acknowledges the Staff’s comment and advises the Staff that it has revised the cover page and pages 1, 40,
55, 75, and 86 accordingly to disclose the Company’s net losses in recent periods and the risk to holders that the Company’s cash flows from operations may alone be insufficient to service its debt.
 However, the Company respectfully advises the Staff that, although its cash flows from operations have not historically been sufficient to
service required cash interest and principal payment obligations under the Company’s debt, the Company anticipates that its cash flows from operations will be sufficient for that purpose going forward. As set out in the analysis supplementally
provided to the Staff per its request in comment 25 below, the Company’s projected capital needs in 2025 and thereafter are driven primarily by planned investments that the Company anticipates making under its business plan to drive continued
growth. The Company notes that it may ultimately elect to use the cash intended for such purposes to instead service obligations, whether those be payroll, lease expenses, or debt service.
 The Company also respectfully advises the Staff that the incurrence of new debt to repay or service existing debt obligations is a standard
practice for issuers across a broad spectrum of corporate maturity, including newly public companies and long-time term loan and bond issuers. For example, issuers frequently rely on access to additional liquidity to service debt, engage in
corporate debt refinancings, and undertake various other transactions to satisfy debt obligations. Similar to other issuers, the Company has deliberately established multiple liquidity and capital resources to help ensure access to adequate
liquidity and capital. Notwithstanding the foregoing, the Company has made clear in Amendment No. 2 that its cash flows from operations alone may be insufficient to service its debt, in which case the Company may require additional capital and
so may use the proceeds of newly issued debt, including the Notes, to service its existing debt.

 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.

 March 28, 2025
 Page
 3

 Response : The Company acknowledges the Staff’s comment and advises the Staff
that, concurrently with the furnishing of this letter, the Company has supplementally provided the Staff with the requested detailed job description for Mr. Matthew Willer, the names and titles of the other licensed registered representatives
of the Dalmore Group entitled to fees and commissions in connection with the offering of the Notes, and the aggregate amounts such individuals were paid as fees and commissions in connection with the Company’s debt issuances under Regulation A
and Regulation D of the Securities Act. The Company respectfully advises the Staff that no amounts have been paid to Mr. Willer or any other representative in connection with the offering of the Notes, and that no such amounts will be paid
unless and until the Registration Statement is declared effective, the offering of the Notes commences, and Notes are sold in accordance with the terms described in the Registration Statement.

 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.
 Response : The Company acknowledges the Staff’s comment and advises the Staff that it has revised the cover page accordingly.

 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.
 Response : The Company acknowledges the Staff’s comment and advises the Staff that it has revised the cover page and pages 12, 45,
and 132 accordingly. 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.
 Response : The Company acknowledges the Staff’s comment and advises the Staff that it has revised pages 1, 55, and 86 accordingly.

 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. Response : The
Company acknowledges the Staff’s comment and advises the Staff that it has revised pages 1, 54, 86 accordingly.

 March 28, 2025
 Page
 4

 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. Response : The Company
acknowledges the Staff’s comment and advises the Staff that it has revised pages 2 and 86 to clarify that the Company expects to require capital in excess of cash flows from operations in order to execute on the Company’s business plan,
and that this requirement is primarily driven by the Company’s plans to fund the expansion of its direct drilling 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.
 Response : The Company acknowledges the Staff’s comment and advises the Staff that it has revised pages 2 and 87 accordingly.
 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.
 Response : The Company acknowledges the Staff’s comment and respectfully advises the Staff that a customary and typical collateral
package for a secured term loan includes a pledge of 100% of the equity of the borrower in order to provide for a “single point of enforcement” in a foreclosure. Under Delaware law, a company does not own its equity that has been issued to
third parties, and so cannot generally pledge such equity interests. At the time the Company entered into the Fortress Credit Agreement as the primary borrower under the facility, its equity was held by multiple individuals, making perfection and
enforcement of equity collateral more difficult than is market-standard. As a result, and as is common in negotiations with lenders in secured term loan financings, the Company and its equityholders agreed to form a parent entity, Phoenix Equity,
that holds 100% of the equity interests of the borrower. This enabled the Company to provide a pledge of such equity interests as collateral to the lenders under the Fortress Credit Agreement and allowed the Company to obtain a term loan financing
with a reputable lender under market terms. As disclosed in the Registration Statement, in connection with the formation of Phoenix Equity, the equityholders of the Company exchanged their interests in the borrower for interests in Phoenix Equity
and, as a result, the formation of Phoenix Equity resulted in no change to the beneficial ownership of the group. With respect to the
Staff’s comment regarding the impact of the creation of Phoenix Equity and the related pledge of equity interests on the claims of holders of Notes in a bankruptcy, the Company respectfully advises the Staff that such claims are unchanged. As
disclosed in the Registration Statement, including in the risk factors, the Notes are unsecured, subordinated obligations and are both

 March 28, 2025
 Page
 5

(i) effectively subordinated to any of the Company’s existing or future secured indebtedness and other obligations, including under the Fortress Credit Agreement, to the extent of the value
of the assets securing such indebtedness, and (ii) contractually subordinated to any Senior Debt, including indebtedness under the Fortress Credit Agreement. Prior to the formation of Phoenix Equity, the lenders under the Fortress Credit
Agreement already had an all-assets lien that would be enforceable in a bankruptcy and used to satisfy any claims under that agreement prior to any repayment of amounts under the Notes. Those lenders also had
a contractual priority on the proceeds of any sales of assets by virtue of being designated as Senior Debt. As a result, the formation of Phoenix Equity and related pledge of equity interests did not put holders of Notes in any different position vis-à-vis the lenders under the Fortress Credit Agreement (or any other secured debt issued or to be issued by the Company in the future).
 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. Response : The Company
acknowledges the Staff’s comment and advises the Staff that it has revised pages 9, 10, 11, 124, and 125 accordingly. 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 t

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

CORRESP
1
filename1.htm

CORRESP

 555 Eleventh Street, N.W., Suite 1000

Washington, D.C. 20004-1304

Tel: +1.202.637.2200 Fax:+1.202.637.2201

www.lw.com

FIRM / AFFILIATE OFFICES

Austin

Milan

Beijing

Munich

Boston

New York

Brussels

Orange County

Century City

Paris

December 27, 2024

Chicago

Riyadh

Dubai

San Diego

Düsseldorf

San Francisco

Frankfurt

Seoul

Via EDGAR

Hamburg

Silicon Valley

Hong Kong

Singapore

Houston

Tel Aviv

 Division of Corporation Finance

Office of Energy & Transportation

 U.S. Securities and
Exchange Commission

 100 F Street, N.E.

 London

 Los Angeles

Madrid

 Tokyo

 Washington, D.C.

Washington, D.C. 20549

Attn:
 Myra Moosariparambil

Craig Arakawa

 Anuja Majmudar

 Daniel Morris

Re:
 Phoenix Capital Group Holdings, LLC

Registration Statement on Form S-1

Submitted on October 29, 2024

CIK No. 0001818643

 To Whom It May
Concern:

 On behalf of our client, Phoenix Capital Group Holdings, LLC (the “Company”), and pursuant to the
applicable provisions of the U.S. Securities Act of 1933, as amended, and the rules promulgated thereunder (the “Securities Act”), we are submitting this letter setting forth the responses of the Company to the comments
provided by the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) in its comment letter dated November 8, 2024 (the “Comment Letter”)
with respect to the Company’s Registration Statement on Form S-1 filed by the Company on October 29, 2024. Concurrently with the furnishing of this letter, the Company has filed an amendment
(“Amendment No. 1”) to the above-referenced Registration Statement on Form S-1 (collectively, the “Registration Statement”)
through EDGAR, which has been revised where applicable to address the Staff’s comments.

 The numbered paragraphs in bold italics
below set forth the comments of the Staff in the Comment Letter and are followed by the Company’s responses. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in Amendment No. 1. All references to
page numbers and captions (other than those in the Staff’s comments) correspond to the page numbers and captions in Amendment No. 1.

 December 27, 2024

 Page
 2

 Registration Statement on Form S-1

Cover Page

1.
 With respect to your disclosure that certain of your personnel will receive sales commissions as licensed
registered representatives of Dalmore Group, please identify these individuals and update, as applicable, the section titled Certain Relationships and Related-Party Transactions. Please also file the agreement that contemplates the amount to be paid
as such commissions. In this regard, we note that Section 2(a) of the Service Agreement with Dalmore filed as Exhibit 1.1 includes fees based on the gross proceeds of the offering and provides generally that
“this fee may be increased to a rate to be mutually agreed upon by Dalmore and Phoenix at a later date. A portion of the increased commission will include commissions payable to these registered representatives as mutually agreed upon by
Dalmore and Phoenix.”

  Response: The Company acknowledges the Staff’s comment and advises
the Staff that none of the licensed registered representatives that are expected to received sales commission from this offering, or any offerings of the Company, are persons who would require disclosure under Item 404 of Regulation S-K promulgated under the Securities Act (“Regulation S-K”). The Company also advises the Staff that it has revised the cover page and page 138
accordingly and filed an Amended and Restated Broker-Dealer Agreement as Exhibit No. 1.1.

2.
 We note your response to prior comment 5. Please further revise your cover page to disclose
(i) the amount of total debt that will be outstanding when the notes offered by this prospectus are sold, (ii) the amount of debt that will be pari passu with the notes, and
(iii) the amount of debt that will be subordinated to the notes. Your disclosure should also specify, as noted on page 5, that the notes will be structurally subordinated to claims of creditors (including trade
creditors) and preferred stockholders (if any) of the Issuer’s subsidiaries.

 Response: The Company
acknowledges the Staff’s comment and advises the Staff that it has revised the cover page accordingly.

3.
 Please revise the seventh paragraph of your cover page to prominently disclose, if true, that your notes
will not be transferrable, except by your prior written consent. In addition, revise the headings in your summary at page 12 and in your risk factors at page 43 to provide similar disclosure. Also, revise the summary and body of the prospectus, as
appropriate, to clarify how you will determine whether to provide consent.

 Response: The Company
acknowledges the Staff’s comment and advises the Staff that it has revised the cover page and pages 7, 12, and 43 accordingly.

 Prospectus Summary

 Company Structure, page 5

4.
 We note your response to our prior comment 3. Please further revise your corporate structure chart to
include Lion of Judah Capital, LLC. In this regard, we note that Lion of Judah controls your parent, Phoenix Equity Holdings, LLC.

Response: The Company acknowledges the Staff’s comment and advises the Staff that it has revised page 5 accordingly.

5.
 We note your revisions to footnote (8). We also note the restructuring involving Phoenix Holdco on
October 18, 2024. Please revise to describe the restructuring in greater detail. In addition, please provide a revised discussion of the Amended and Restated Senior Secured Credit Agreement to clarify the reasons for
the restructuring and the significance of the change of ownership to investors.

 December 27, 2024

 Page
 3

 Response: The Company acknowledges the Staff’s comment and advises the Staff that
it has revised page 5 and 75 accordingly.

 Ranking, page 9

6.
 We note the five bullets at the start of this sub-section. For
each bulleted disclosure (other than the first bullet), please quantify the current aggregate amount of debt and liabilities that fall within each category as of the most recent practicable date. In this regard, these aggregate amounts should
reconcile with the itemized amounts disclosed in the three paragraphs following this bulleted disclosure. Provide similar disclosure in your risk factors at page 40.

Response: The Company acknowledges the Staff’s comment and advises the Staff that it has revised pages 9, 40, 114, and 115
accordingly.

7.
 We note your disclosure that as of June 30, 2024, you had
$628.5 million of indebtedness outstanding. Please further revise your disclosure to state the amount of indebtedness that is maturing within the next year and your plans to repay that indebtedness. To the extent
that you intend to use the proceeds from this offering to discharge indebtedness, revise your Use of Proceeds section to disclose the amount to be used to repay such obligations and the interest rate and maturity of such indebtedness.

 Response: The Company acknowledges the Staff’s comment and advises the Staff that it has revised pages 9 and
49 accordingly.

 Mandatory Redemption, page 9

8.
 We note that a holder may require that you, at any time and from time to time prior to maturity, redeem
its Notes at a price equal to 95% of the aggregate principal amount of such Notes plus accrued and unpaid interest, and that this redemption right is subject to an annual cap of 10% of the aggregate principal amount of all Notes issued and then
outstanding. Please disclose how the prioritization of the mandatory redemptions will be determined and whether certain factors including the date of issuance, specific maturities, interest payment methods, and interest rates impact the mandatory
redemption process. Please also disclose whether the Adamantium Bonds and other currently outstanding bonds issued pursuant to Regulation D and Regulation A have this mandatory redemption feature and annual cap, and if so, how that impacts the
mandatory redemption of the Notes in this offering. Revise your risk factor disclosure accordingly.

Response: The Company acknowledges the Staff’s comment and advises the Staff that it has revised page 11, 39, and 43 accordingly.

 Risk Factors

 The development of our estimated
proved and probable undeveloped reserves…, page 26

9.
 Please expand the discussion to additionally clarify that 100% of your probable undeveloped reserves as
of June 30, 2024 are undeveloped.

 Response: The Company acknowledges the
Staff’s comment and advises the Staff that it has revised page 26 accordingly.

 Use of Proceeds, page 49

10.
 Revise your disclosure to quantify the Broker-Dealer Fee and maximum sales commissions to be paid to each
of (i) the third-party individuals and (ii) certain of your personnel as compensation with respect to the sale of the Notes. Revise to provide similar disclosure on the cover page and
in your Plan of Distribution disclosures at pages 12 and 134.

 December 27, 2024

 Page
 4

 Response: The Company acknowledges the Staff’s comment and advises the Staff that
it has revised the cover page and pages 12, 49, and 138 accordingly.

11.
 We note your statement that “[you] have significant cash flow from operations, as well as multiple
current and potential sources of financing, including under the Fortress Credit Agreement, the Adamantium Loan Agreement, and our offerings of debt securities pursuant to Regulation D....” Please reconcile this statement with your disclosures
elsewhere indicating that as of June 30, 2024, you only had cash and cash equivalents of $4.1 million, the Fortress Credit Agreement and accompanying delayed draw term loan facility
was borrowed in full at $135.0 million as of October 2024, that after giving effect to entering into the Fortress Credit Agreement, you had significant indebtedness outstanding of approximately
$733.5 million and that as a result of your substantial indebtedness, a significant amount of your cash flow will be required to pay interest and principal on your outstanding indebtedness.

  Response: The Company acknowledges the Staff’s comment and advises the Staff that the Company continues
to have cash flow from operations and has, over the last year, continued to successfully raise money from multiple sources of financing, including Fortress, purchasers of August 506(c) Bonds, purchasers of Adamantium Bonds, and the purchaser of the
Adamantium Secured Note. The Company further advises the Staff that this statement is not inconsistent with the Company’s cash balance as of its most recent balance sheet date or the fact that it does not currently have access to a committed
liquidity facility. The Company has revised page 49 accordingly to reflect that the delayed draw term loan facility has been fully drawn under the Fortress Credit Agreement.

Business

 Business Strategy, page 79

12.
 We note disclosure on page 82 of 6,410 gross productive wells as of
June 30, 2024 and the 1,965, 971 and 1,218 gross wells drilled during fiscal 2023, 2022 and 2021, respectively, in each instance have an overall average net (working) interest of less than
1 percent. However, the 36 gross wells drilled in 2024 through August 31 have an overall average net (working) interest of approximately 82 percent.
Please expand the discussion of your business strategy to clarify the extent that these recent wells represent a departure from primarily participating in wells with royalty or minor working interests to participating in wells with significant
working interests going forward. Additionally, expand the disclosure in your document to explain in greater detail the reason for the change and to discuss how this strategic change will expose you to higher capital and operating expenses and
require higher levels of capital, potentially in excess of cash flow from operations, and reliance on outside funding, including additional indebtedness.

Response: The Company acknowledges the Staff’s comment and advises the Staff that it has revised page 79 accordingly.

Certain Relationships and Related-Party Transactions

Amended and Restated Limited Liability Company Agreement of Phoenix Capital Group Holdings, LLC, page 106

13.
 Revise your disclosure here to clarify that your CEO, Adam Ferrari, is the manager of Phoenix Holdco and
that in addition to designating your officers, Phoenix Holdco, as the sole member, shall also determine the salaries or other compensation of the officers of the Company. Please also revise to provide similar disclosure on the cover page and in the
summary.

 December 27, 2024

 Page
 5

 Response: The Company acknowledges the Staff’s comment and advises the Staff that
it has revised the cover page and pages 5 and 110 accordingly.

 Investments in Company Debt, page 107

14.
 We note that certain of your managers, executive officers and their respective family members may
purchase and hold debt securities. Please tell us whether any of these individuals anticipate participating in this offering and, if so, whether they are able to seek mandatory redemption for their currently outstanding notes and the notes in this
offering.

 Response: The Company acknowledges the Staff’s comment and advises the Staff that the
Company expects that its manager, its executive officers, and their respective family members may participate in the offering of the Notes on the same terms provided to all other purchasers of Notes, including the ability to seek mandatory
redemption of their Notes. The Company further advises the Staff that the Company’s manager, its executive officers, and their respective family members have in the past and may in the future invest in the Company’s other debt securities,
and do currently hold Company debt securities as disclosed in the Registration Statement, in each case, on the same terms provided to the other purchasers of such debt securities, including the ability to seek mandatory redemption.

Notes to the Consolidated Financial Statements

 Note
18 – Supplemental Information on Oil and Natural Gas Operations (Unaudited)

 Oil and Natural Gas Reserve Information, page F-31

15.
 We note your response to prior comment 13 and the revised explanation of the underlying reasons for the
changes in total proved developed and proved undeveloped reserves for the year ended December 31, 2023. However, your explanation of the individual changes in net quantities of proved developed and proved undeveloped
reserves does not align with the corresponding figures in the tabular reconciliation of the changes in total proved reserves. For example, your explanation identifies changes of 921,396 Boe due to acquisitions compared to the line item in the
reconciliation of 1,426,545 Boe. We also note similar inconsistencies between your explanation and the line items for revisions of the previous estimates and extensions and discoveries which includes the change due to a previous misclassification as
an adjustment rather than as part of the line item for revisions of the previous estimates.

 Please note
Item 1203(b) of Regulation S-K requires separate disclosure of the changes that occurred in proved undeveloped reserves; however, FASB ASC 932- 235-50-5 requires a reconciliation of the changes in an entity’s total proved (developed plus undeveloped) reserves and a corresponding explanation for the significant
changes. Refer FASB ASC 932-235-50-5 and the description of the line item changes part a through f used in the reconciliation and
revise your disclosure accordingly. Also expand the disclosure on page F-32 to include an explanation of the significant changes that occurred during the year ended December 31, 2022 to comply with
Instruction 1 to Item 302(b) of Regulation S-K.

 This comment also applies to the
comparable disclosure provided elsewhere on page 87 relating to the changes for the periods ending June 30, 2024 and December 31, 2024.

Response: The Company acknowled

November 8, 2024
Curtis Allen
Chief Financial Officer
Phoenix Capital Group Holdings, LLC
18575 Jamboree Road, Suite 830
Irvine, California 92612
Re:Phoenix Capital Group Holdings, LLC
Registration Statement on Form S-1
Filed October 29, 2024
File No. 333-282862
Dear Curtis Allen:
            We have reviewed your 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.
Form S-1 filed October 29, 2024
Cover Page
1.With respect to your disclosure that certain of your personnel will receive sales
commissions as licensed registered representatives of Dalmore Group, please identify
these individuals and update, as applicable, the section titled Certain Relationships
and Related-Party Transactions.  Please also file the agreement that contemplates the
amount to be paid as such commissions.  In this regard, we note that Section 2(a) of
the Service Agreement with Dalmore filed as Exhibit 1.1 includes fees based on the
gross proceeds of the offering and provides generally that "this fee may be increased
to a rate to be mutually agreed upon by Dalmore and Phoenix at a later date. A portion
of the increased commission will include commissions payable to these registered
representatives as mutually agreed upon by Dalmore and Phoenix."

November 8, 2024
Page 2
2.We note your response to prior comment 5. Please further revise your cover page to
disclose (i) the amount of total debt that will be outstanding when the notes offered by
this prospectus are sold, (ii) the amount of debt that will be pari passu with the notes,
and (iii) the amount of debt that will be subordinated to the notes. Your disclosure
should also specify, as noted on page 5, that the notes will be structurally subordinated
to claims of creditors (including trade creditors) and preferred stockholders (if any) of
the Issuer’s subsidiaries.
3.Please revise the seventh paragraph of your cover page to prominently disclose, if
true, that your notes will not be transferrable, except by your prior written consent.  In
addition, revise the headings in your summary at page 12 and in your risk factors at
page 43 to provide similar disclosure.  Also, revise the summary and body of the
prospectus, as appropriate, to clarify how you will determine whether to provide
consent.
Prospectus Summary
Company Structure, page 5
4.We note your response to our prior comment 3.  Please further revise your corporate
structure chart to include Lion of Judah Capital, LLC.  In this regard, we note that
Lion of Judah controls your parent, Phoenix Equity Holdings, LLC.
5.We note your revisions to footnote (8).  We also note the restructuring involving
Phoenix Holdco on October 18, 2024. Please revise to describe the restructuring in
greater detail.  In addition, please provide a revised discussion of the Amended and
Restated Senior Secured Credit Agreement to clarify the reasons for the restructuring
and the significance of the change of ownership to investors.
Ranking, page 9
6.We note the five bullets at the start of this sub-section. For each bulleted disclosure
(other than the first bullet), please quantify the current aggregate amount of debt and
liabilities that fall within each category as of the most recent practicable date.  In this
regard, these aggregate amounts should reconcile with the itemized amounts disclosed
in the three paragraphs following this bulleted disclosure. Provide similar disclosure
in your risk factors at page 40.
7.We note your disclosure that as of June 30, 2024, you had $628.5 million of
indebtedness outstanding.  Please further revise your disclosure to state the amount of
indebtedness that is maturing within the next year and your plans to repay that
indebtedness.  To the extent that you intend to use the proceeds from this offering to
discharge indebtedness, revise your Use of Proceeds section to disclose the amount to
be used to repay such obligations and the interest rate and maturity of such
indebtedness.
Mandatory Redemption, page 11
We note that a holder may require that you, at any time and from time to time prior to
maturity, redeem its Notes at a price equal to 95% of the aggregate principal amount
of such Notes plus accrued and unpaid interest, and that this redemption right
is subject to an annual cap of 10% of the aggregate principal amount of all Notes
issued and then outstanding.  Please disclose how the prioritization of the 8.

November 8, 2024
Page 3
mandatory redemptions will be determined and whether certain factors including the
date of issuance, specific maturities, interest payment methods, and interest rates
impact the mandatory redemption process.  Please also disclose whether
the Adamantium Bonds and other currently outstanding bonds issued pursuant to
Regulation D and Regulation A have this mandatory redemption feature and annual
cap, and if so, how that impacts the mandatory redemption of the Notes in this
offering.  Revise your risk factor disclosure accordingly.
Risk Factors
The development of our estimated proved and probable undeveloped reserves..., page 26
9.Please expand the discussion to additionally clarify that 100% of your probable
undeveloped reserves as of June 30, 2024 are undeveloped.
Use of Proceeds, page 49
10.Revise your disclosure to quantify the Broker-Dealer Fee and maximum sales
commissions to be paid to each of (i) the third-party individuals and (ii) certain of
your personnel as compensation with respect to the sale of the Notes. Revise to
provide similar disclosure on the cover page and in your Plan of Distribution
disclosures at pages 12 and 134.
11.We note your statement that "[you] have significant cash flow from operations, as
well as multiple current and potential sources of financing, including under the
Fortress Credit Agreement, the Adamantium Loan Agreement, and our offerings of
debt securities pursuant to Regulation D...."  Please reconcile this statement with your
disclosures elsewhere indicating that as of June 30, 2024, you only had cash and cash
equivalents of $4.1 million, the Fortress Credit Agreement and accompanying delayed
draw term loan facility was borrowed in full at $135.0 million as of October 2024,
that after giving effect to entering into the Fortress Credit Agreement, you had
significant indebtedness outstanding of approximately $733.5 million and that as a
result of your substantial indebtedness, a significant amount of your cash flow will be
required to pay interest and principal on your outstanding indebtedness.
Business
Business Strategy, page 79
12.We note disclosure on page 82 of 6,410 gross productive wells as of June 30, 2024
and the 1,965, 971 and 1,218 gross wells drilled during fiscal 2023, 2022 and 2021,
respectively, in each instance have an overall average net (working) interest of less
than 1 percent. However, the 36 gross wells drilled in 2024 through August 31 have
an overall average net (working) interest of approximately 82 percent. Please expand
the discussion of your business strategy to clarify the extent that these recent wells
represent a departure from primarily participating in wells with royalty or minor
working interests to participating in wells with significant working interests going
forward. Additionally, expand the disclosure in your document to explain in greater
detail the reason for the change and to discuss how this strategic change will expose
you to higher capital and operating expenses and require higher levels of capital,
potentially in excess of cash flow from operations, and reliance on outside funding,
including additional indebtedness.

November 8, 2024
Page 4
Certain Relationships and Related-Party Transactions
Amended and Restated Limited Liability Company Agreement of Phoenix Capital Group
Holdings, LLC, page 106
13.Revise your disclosure here to clarify that your CEO, Adam Ferrari, is the manager of
Phoenix Holdco and that in addition to designating your officers, Phoenix Holdco, as
the sole member, shall also determine the salaries or other compensation of the
officers of the Company. Please also revise to provide similar disclosure on the cover
page and in the summary.
Investments in Company Debt, page 107
14.We note that certain of your managers, executive officers and their respective family
members may purchase and hold debt securities.  Please tell us whether any of these
individuals anticipate participating in this offering and, if so, whether they are able to
seek mandatory redemption for their currently outstanding notes and the notes in this
offering.
Notes to the Consolidated Financial Statements
Note 18-Supplemental Information on Oil and Natural Gas Operations (Unaudited)
Oil and Natural Gas Reserve Information, page F-31
15.We note your response to prior comment 13 and the revised explanation of the
underlying reasons for the changes in total proved developed and proved undeveloped
reserves for the year ended December 31, 2023. However, your explanation of the
individual changes in net quantities of proved developed and proved undeveloped
reserves does not align with the corresponding figures in the tabular reconciliation of
the changes in total proved reserves. For example, your explanation identifies changes
of 921,396 Boe due to acquisitions compared to the line item in the reconciliation of
1,426,545 Boe. We also note similar inconsistencies between your explanation and the
line items for revisions of the previous estimates and extensions and discoveries
which includes the change due to a previous misclassification as an adjustment rather
than as part of the line item for revisions of the previous estimates.

Please note Item 1203(b) of Regulation S-K requires separate disclosure of the
changes that occurred in proved undeveloped reserves; however, FASB ASC 932-
235-50-5 requires a reconciliation of the changes in an entity’s total proved
(developed plus undeveloped) reserves and a corresponding explanation for the
significant changes. Refer FASB ASC 932-235-50-5 and the description of the line
item changes part a through f used in the reconciliation and revise your disclosure
accordingly. Also expand the disclosure on page F-32 to include an explanation of the
significant changes that occurred during the year ended December 31, 2022 to comply
with Instruction 1 to Item 302(b) of Regulation S-K.

This comment also applies to the comparable disclosure provided elsewhere on page
87 relating to the changes for the periods ending June 30, 2024 and December 31,
2024.

November 8, 2024
Page 5
Exhibits
16.We note that your disclosure regarding the Amended and Restated Limited Liability
Company Agreement of Phoenix Operating LLC and accompanying exhibit
previously filed as Exhibit 10.4 has been removed.  Please tell us the basis for
omitting these disclosures.  In this regard, we note that you are in the business of both
drilling and extracting oil and gas minerals directly through your operations
conducted by PhoenixOp.
General
17.Please provide us with supplemental copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, have presented or expect to present to potential investors in reliance on Section
5(d) of the Securities Act, whether or not you retained, or intend to retain, copies of
those communications.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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

CORRESP
1
filename1.htm

CORRESP

555 Eleventh Street, N.W., Suite 1000

Washington, D.C. 20004-1304

Tel: +1.202.637.2200 Fax: +1.202.637.2201

www.lw.com

FIRM / AFFILIATE OFFICES

Austin

Milan

Beijing

Munich

Boston

New York

Brussels

Orange County

Century City

Paris

Chicago

Riyadh

Dubai

San Diego

Düsseldorf

San Francisco

Frankfurt

Seoul

Hamburg

Silicon Valley

Hong Kong

Singapore

Houston

Tel Aviv

London

Tokyo

Los Angeles

Washington, D.C.

Madrid

 October 28, 2024

Via EDGAR

 Division of Corporation Finance

Office of Energy & Transportation

 U.S. Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, D.C.
20549

Attn:
 Myra Moosariparambil

Craig Arakawa

 Anuja Majmudar

 Daniel Morris

Re:
 Phoenix Capital Group Holdings, LLC

Amendment No. 2 to Draft Registration Statement on Form S-1

Submitted on September 27, 2024

CIK No. 0001818643

 To Whom It May
Concern:

 On behalf of our client, Phoenix Capital Group Holdings, LLC (the “Company”), and pursuant to the
applicable provisions of the U.S. Securities Act of 1933, as amended, and the rules promulgated thereunder, we are submitting this letter setting forth the responses of the Company to the comments provided by the staff (the
“Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) in its comment letter dated October 24, 2024 (the “Comment Letter”) with respect to the
Company’s Amendment No. 2 to Draft Registration Statement on Form S-1 confidentially submitted by the Company on September 27, 2024. Concurrently with the furnishing of this letter, the Company
has publicly filed its Registration Statement on Form S-1 (the “Registration Statement”) through EDGAR, which has been revised where applicable to address the Staff’s comments.

 The numbered paragraphs in bold italics below set forth the comments of the Staff in the Comment Letter and are followed by the
Company’s responses. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement. All references to page numbers and captions (other than those in the Staff’s comments)
correspond to the page numbers and captions in the Registration Statement.

 October 28, 2024

 Page
 2

 Amendment No. 2 to Draft Registration Statement on Form S-1

 Cover Page

1.
 Please revise footnote (1) on the cover page and footnote
(2) at page 136 to clarify, if true, that the sales commissions depend on the maturity of the notes sold. In this regard, we note that reference to the tenor of the notes may not be clear to investors.

 Response: The Company acknowledges the Staff’s comment and advises the Staff that it has revised the cover
page and page 136 accordingly.

2.
 Revise the cover page to disclose that a controlling percentage of membership units is held by Lion of
Judah Capital, LLC. Please also disclose your chief executive officer’s relationship to your controlling unitholder.

Response: The Company acknowledges the Staff’s comment and advises the Staff that it has revised the cover page accordingly.

Company Structure, page 4

3.
 We note your revisions to footnote 8. Please revise to clarify whether you have any other subsidiaries
that are not disclosed in the chart. If you do, please describe when they were formed and the nature of their operations.

Response: The Company acknowledges the Staff’s comment and advises the Staff that it has revised page 5 accordingly.

The Offering, page 8

4.
 We note your disclosure here and at page 116 in response to prior comment 10. Please also revise the
cover page to provide disclosure regarding the allocation of notes for each tranche, including separate interest rate, maturity, etc. Refer to Item 501(b)(2) of Reg. S-K. In addition, please confirm that this
information will be included on the cover page of each prospectus supplement.

 Response: The Company
acknowledges the Staff’s comment and advises the Staff that it has revised the cover page. The Company also respectfully advises the staff that this information will be included on the cover page of each prospectus supplement.

Ranking, page 9

5.
 Please highlight your disclosure that your existing outstanding bonds will rank senior to the notes
offered in this offering, if true. Also, please revise the third paragraph of the cover page to quantify the amount of senior debt outstanding.

Response: The Company acknowledges the Staff’s comment and advises the Staff that it has revised the cover page and page 11
accordingly.

 We, through our investment in PhoenixOp and future assignment, page 20

6.
 We note that you have listed several risks related to your subsidiary. Please expand your disclosure to
provide a discussion of how these risks may potentially affect your operations given the significance of PhoenixOp to you. Alternatively, please provide appropriate cross-references to this disclosure.

Response: The Company acknowledges the Staff’s comment and advises the Staff that it has revised pages 2, 19, 21, 22, 53, and 81
accordingly.

 October 28, 2024

 Page
 3

 Risk Factors

The development of our estimated proved and probable undeveloped reserves..., page 26

7.
 We note your disclosure of total estimated probable reserves of
93.5 million Boe as of June 30, 2024 appears inconsistent with the 113.0 million Boe disclosed on page 16. Please revise your disclosure to resolve
the inconsistency.

 Response: The Company acknowledges the Staff’s comment and advises the Staff that
it has revised page 26 accordingly.

8.
 Your disclosure indicates capital expenditures of $620 million and
$1,946 million are required to develop the proved and probable undeveloped reserves as of December 31, 2023, respectively.

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 December 31, 2023.

 Also, provide us a quantitative analysis with supporting documentation as to
the specific sources and dollar amounts of funds sufficient to finance your future proved and probable development costs as scheduled by year. 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.

 If you do not have the funds and are unable to show a basis for
having a reasonable expectation of obtaining the funds that would be necessary for these scheduled future investments, you will need to revise your proved and or probable reserve estimates to exclude quantities associated with development for which
this financing criteria is not satisfied. Refer to Rule 4-10(a)(26) of Regulation S-X and question 131.04 in the Compliance and Disclosure Interpretations
(“C&DIs”) regarding Oil and Gas Rules.

 Response: The Company acknowledges the Staff’s comment and
advises the Staff that concurrently with the submission of this letter, the Company has supplementally provided the Staff with the requested schedule and analysis.

9.
 Please tell us the total capital expenditures to develop the proved and probable undeveloped reserves as
of June 30, 2024. To the extent the capital expenditures are materially greater than the expenditures as of December 31, 2024, please provide us with an analysis as to the specific
sources and dollar amounts of funds sufficient to finance the future development costs as of June 30, 2024. 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.

Response: The Company acknowledges the Staff’s comment and advises the Staff it has revised the Registration Statement to reflect
that, as of June 30, 2024, the Company estimates that it will need to make net capital expenditures of approximately $663 million and $2,485 million to develop all of its proved and probable undeveloped reserves, respectively. The
Company advises the Staff, that concurrently with the submission of this letter, the Company has supplementally provided the Staff with the requested analysis.

 October 28, 2024

 Page
 4

 Use of Proceeds, page 50

10.
 We note your revised disclosure. Please clarify how your proceeds change if the full amount is not sold
within the year. In this regard, we note your disclosure at page 136 regarding the maximum broker-dealer fee.

Response: The Company acknowledges the Staff’s comment and advises the Staff that it has revised page 50 accordingly.

Fortress Credit Agreement, page 72

11.
 Please revise here, in the summary at page 2, in the risk factors at page 39, and elsewhere as
appropriate to disclose the amount currently outstanding under the Fortress Credit Agreement. Also, please update your disclosure regarding your compliance with your financial covenants and those certain actions required to be taken within 45 days
after August 12, 2024. In addition, clarify your discussion of the circumstances under which the $8.5 million tranche would become due and payable.

Response: The Company acknowledges the Staff’s comment and advises the Staff that it has revised pages 2, 10, 39, 42, 52, 72, and
113 accordingly.

 Business

 Our Oil and Natural
Gas Properties

 Oil and Natural Gas Reserves, page 87

12.
 Please expand your footnote disclosure on page 88 for the periods ending
June 30, 2024, December 31, 2023, and December 31, 2022 to additionally provide the price for natural gas liquids.

Response: The Company acknowledges the Staff’s comment and advises the Staff that it has revised pages 17 and 88 accordingly.

13.
 We note your response to prior comment 4 and are unable to locate any changes in disclosure on page F-32. Furthermore, the discussion on page 88 does not clearly explain the underlying reason for the individual changes or combines the changes for two or more unrelated factors without providing the net amounts and
an explanation for each factor. Refer to the disclosure requirements in Item 1203(b) of Regulation SK and FASB ASC 932-235-50-5.
Although Item 1203(b) does not require a tabular reconciliation of the changes in proved undeveloped reserves, please present your changes in a manner so the change in net reserve quantities between periods is fully reconciled and explained. We
reissue the prior comment.

 Response: The Company acknowledges the Staff’s comment and advises the
Staff that it has revised pages 88 and F-32 accordingly.

 Index to Financial Statements, page F-1

 Note 3 - Restatement of Prior Year Financial Statements, page
F-14

14.
 We note your response to comment 7 and the inclusion of footnote 3 to address the restatement of the
prior year financial statements. It appears you have included $10.2 million that was identified as “severance and owner deducts” in the previously reported statement of operations found in your Form 1-K for the year ended December 31, 2022 as cost of sales in your corrected consolidated statements of operations. Please clarify the nature of these amounts and why you believe
classification as cost of sales is appropriate, including the authoritative guidance that supports your conclusion.

Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that “severance taxes and owner
deducts” were bifurcated into separate financial statement line items on the corrected consolidated statements of operations. The Company incurs its proportionate share of severance taxes, which are taxes assessed on the market value of
produced oil, natural gas and natural gas liquids at statutory rates established by federal, state or local taxing authorities. The exploration and production operators who operate on our interests withhold and pay our pro rata share of severance
taxes on our behalf. Severance taxes represent a necessary cost to participate in the sale of extracted resources and are directly linked to production revenue, and the Company believes it is reasonable to classify such costs as a component of cost
of sales. Further, including severance taxes in cost of sales aligns with the ASC 606 principal of recognizing all costs that contribute directly to fulfilling a performance obligation—in this case, the sale of oil or gas.

 October 28, 2024

 Page
 5

 The Company also incurs its proportion share of gathering, processing and transportation
costs (collectively, “owner deducts”), which reduce the amount of revenue recognized by the Company. In instances where the Company is acting as a non-operator, we have concluded that
we are acting as an agent that does not control the produced oil, natural gas and natural gas liquids before the goods are transferred to the customer. As an agent, the Company recognizes as revenue the fee it earns, (i.e., the consideration
retained, net of owner deducts) in accordance with ASC 606-10-55-38. As a result, the Company reclassified owner deducts from an
operating expense to a reduction in recognized revenues within the corrected consolidated results of operations.

 Note 16 - Segments, page F-27

15.
 We note your response to comment 8. In your footnote, you have identified segment operating profit as the
performance metric used by the CODM to determine how to allocate resources and assess performance. We note you also disclose a second measure of segment profitability, segment net income. Please tell us if the CODM uses segment net income to
allocate resources and assess performance. If so, please tell us how you considered ASC 280-10-50-28.

 Response: The Company acknowledges the Staff’s comment and advises the Staff that segment operating profit
represents the single measure of segment profitability used by the CODM and that it has revised pages 54, 59, 65, F-27, F-28,
F-46, and F-47 accordingly. Segment operating profit is calculated as total segment revenue less operating costs which are attributable to the segment, including
allocated corporate costs that are overhead in nature and not directly associated with the segments such as certain general and administrative expenses, executive or shared-function payroll costs and certain limited marketing activities. Corporate
costs are allocated to the segments based on usage and headcount, as appropriate. Segment operating profit excludes other income and expense, such as interest expense, interest income, and gain (loss) on derivatives, even though these amounts are
allocated to the segments and provided to the CODM. As a result, the Company advises the Staff that it has removed reference to “segment net income” and retained disclosure of segment interest expense as required by ASC 280-10-50-22 and ASC
280-10-55-12 through 55-15.

Exhibits

16.
 We note your Exhibit Index indicates that Exhibits 10.13-10.16
were previously filed. However, it does not appear that they have been filed. Please file these exhibits in your next amendment.

Response: The Company acknowledges the Staff’s comment and advises the Staff that it has the requested exhibits.

* * * *

 October 28, 2024

 Page
 6

 We hope that the foregoing has been responsive to the Staff’s comments and look forward
to resolving any outstanding issues as quickly as possible. Please direct any questions or comments regarding the foregoing to me by email at ross.mcaloon@lw.com or by telephone at (714) 755-8051, or to my
colleague, Christopher Clark, by email at christopher.j.clark@lw.com or by telephone at (202) 637-2374.

Sincerely,

 /s/ Ross McAloon

 Ross McAloon

 of LATHAM & WATKINS
LLP

cc:
 Adam Ferrari, Chief Executive Officer and Manager, Phoenix Equity Holdings, LLC

Lindsey Wi

October 24, 2024
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. 2 to Draft Registration Statement on Form S-1
Submitted on September 27, 2024
CIK No. 0001818643
Dear Curtis Allen:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. 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 the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our August 9, 2024 letter.
Amendment No. 2 to Draft Registration Statement on Form S-1
Cover Page
1.Please revise footnote (1) on the cover page and footnote (2) at page 136 to clarify, if
true, that the sales commissions depend on the maturity of the notes sold. In this
regard, we note that reference to the tenor of the notes may not be clear to investors.

October 24, 2024
Page 2
2.Revise the cover page to disclose that a controlling percentage of membership units is
held by Lion of Judah Capital, LLC.  Please also disclose your chief executive
officer's relationship to your controlling unitholder.
Company Structure, page 4
3.We note your revisions to footnote 8. Please revise to clarify whether you have any
other subsidiaries that are not disclosed in the chart. If you do, please describe when
they were formed and the nature of their operations.
The Offering, page 8
4.We note your disclosure here and at page 116 in response to prior comment 10. Please
also revise the cover page to provide disclosure regarding the allocation of notes for
each tranche, including separate interest rate, maturity, etc. Refer to Item 501(b)(2) of
Reg. S-K. In addition, please confirm that this information will be included on the
cover page of each prospectus supplement.
Ranking, page 9
5.Please highlight your disclosure that your existing outstanding bonds will rank senior
to the notes offered in this offering, if true. Also, please revise the third paragraph of
the cover page to quantify the amount of senior debt outstanding.
We, through our investment in PhoenixOp and future assignment, page 20
6.We note that you have listed several risks related to your subsidiary. Please expand
your disclosure to provide a discussion of how these risks may potentially affect your
operations given the significance of PhoenixOp to you. Alternatively, please provide
appropriate cross-references to this disclosure.
Risk Factors
The development of our estimated proved and probable undeveloped reserves..., page 26
7.We note your disclosure of total estimated probable reserves of 93.5 million Boe as of
June 30, 2024 appears inconsistent with the 113.0 million Boe disclosed on page 16.
Please revise your disclosure to resolve the inconsistency.
Your disclosure indicates capital expenditures of $620 million and $1,946 million are
required to develop the proved and probable undeveloped reserves as of December 31,
2023, respectively.

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 December 31, 2023.

Also, provide us a quantitative analysis with supporting documentation as to the
specific sources and dollar amounts of funds sufficient to finance your future proved
and probable development costs as scheduled by year. Please note the financing 8.

October 24, 2024
Page 3
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.

If you do not have the funds and are unable to show a basis for having a reasonable
expectation of obtaining the funds that would be necessary for these scheduled future
investments, you will need to revise your proved and or probable reserve estimates to
exclude quantities associated with development for which this financing criteria is not
satisfied. Refer to Rule 4-10(a)(26) of Regulation S-X and question 131.04 in the
Compliance and Disclosure Interpretations (“C&DIs”) regarding Oil and Gas Rules.
9.Please tell us the total capital expenditures to develop the proved and probable
undeveloped reserves as of June 30, 2024. To the extent the capital expenditures are
materially greater than the expenditures as of December 31, 2024, please provide us
with an analysis as to the specific sources and dollar amounts of funds sufficient to
finance the future development costs as of June 30, 2024. 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.
Use of Proceeds, page 50
10.We note your revised disclosure. Please clarify how your proceeds change if the full
amount is not sold within the year. In this regard, we note your disclosure at page 136
regarding the maximum broker-dealer fee.
Fortress Credit Agreement, page 72
11.Please revise here, in the summary at page 2, in the risk factors at page 39, and
elsewhere as appropriate to disclose the amount currently outstanding under the
Fortress Credit Agreement.  Also, please update your disclosure regarding your
compliance with your financial covenants and those certain actions required to be
taken within 45 days after August 12, 2024.  In addition, clarify your discussion of the
circumstances under which the $8.5 million tranche would become due and payable.
Business
Our Oil and Natural Gas Properties
Oil and Natural Gas Reserves, page 87
12.Please expand your footnote disclosure on page 88 for the periods ending June 30,
2024, December 31, 2023, and December 31, 2022 to additionally provide the price
for natural gas liquids.

October 24, 2024
Page 4
13.We note your response to prior comment 4 and are unable to locate any changes in
disclosure on page F-32. Furthermore, the discussion on page 88 does not clearly
explain the underlying reason for the individual changes or combines the changes for
two or more unrelated factors without providing the net amounts and an explanation
for each factor. Refer to the disclosure requirements in Item 1203(b) of Regulation S-
K and FASB ASC 932-235-50-5. Although Item 1203(b) does not require a tabular
reconciliation of the changes in proved undeveloped reserves, please present your
changes in a manner so the change in net reserve quantities between periods is fully
reconciled and explained. We reissue the prior comment.
Index to Financial Statements, page F-1
Note 3 - Restatement of Prior Year Financial Statements, page F-14
14.We note your response to comment 7 and the inclusion of footnote 3 to address the
restatement of the prior year financial statements. It appears you have included $10.2
million that was identified as “severance and owner deducts” in the previously
reported statement of operations found in your Form 1-K for the year ended
December 31, 2022 as cost of sales in your corrected consolidated statements of
operations. Please clarify the nature of these amounts and why you believe
classification as cost of sales is appropriate, including the authoritative guidance that
supports your conclusion.
Note 16 - Segments, page F-27
15.We note your response to comment 8. In your footnote, you have identified segment
operating profit as the performance metric used by the CODM to determine how to
allocate resources and assess performance. We note you also disclose a second
measure of segment profitability, segment net income. Please tell us if the CODM
uses segment net income to allocate resources and assess performance. If so, please
tell us how you considered ASC 280-10-50-28.
Exhibits
16.We note your Exhibit Index indicates that Exhibits 10.13-10.16 were previously filed.
However, it does not appear that they have been filed.  Please file these exhibits in
your next amendment.
            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

August 9, 2024
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 Draft Registration Statement on Form S-1
Submitted on July 17, 2024
File No. 377-07226
Dear Curtis Allen:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
June 10, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
Risk Factors
Our estimated mineral reserves quantities..., page 25
1.Please modify your discussion to additionally clarify sustained lower prices could render
uneconomic a portion of your proved and probable  reserves and that you may be
required to write down your proved and probable  reserves.

August 9, 2024
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations for the Three Months Ended March 31, 2024 Compared to the Three
Months Ended March 31, 2023, page 58
2.We note your revisions in response to comment 9.  Please further revise to discuss the
changes in your results of operations for each reportable segment as a separate discussion
from the consolidated results. For example, revise to include segment-level disclosure to
identify, quantify and analyze each material factor underlying the changes in results. In
addition, please add disclosure to discuss the segment measure of profit or loss for each of
your reportable segments. Refer to Item 303(b) of Regulation S-K.
Business
Our Oil and Natural Gas Properties
Evaluation and Review of Estimated Proved Reserves, page 83
3.We note the discussion of probable reserves refers to the various circumstances identified
in the definition under Rule 4-10(a)(18) of Regulation S-X where such reserves may be
assigned. Please expand your disclosure to clearly explain which of the circumstances
listed in the definition specifically apply to the reserves included in the filing.
Oil and Natural Gas Reserves, page 85
4.Please expand your discussion of proved undeveloped reserves to additionally identify the
changes that occurred during the year ended December 31, 2023. Your discussion should
clearly identify the source of each change, e.g. revisions, extensions and discoveries,
proved undeveloped reserves converted into proved developed reserves, sales and
acquisitions, and include an explanation relating to each of the items you identify. If two
or more unrelated factors are combined to arrive at the overall change for an item, you
should separately identify and quantify each material factor so that the change in net
reserve quantities between periods is fully explained.

The disclosure of revisions in previous estimates of your proved undeveloped reserves in
particular should identify the changes associated with individual factors, such as changes
caused by commodity prices, costs, interest adjustments, well performance, unsuccessful
and/or uneconomic proved undeveloped locations, or the removal of proved undeveloped
locations due to changes in a previously adopted development plan. Refer to Item 1203(b)
of Regulation S-K.

Please similarly revise your explanation of the changes in the net quantities of total
proved reserves on page F-28, to address for each period the significant changes depicted
in each line item in the reconciliation, other than production, to comply with FASB ASC
932-235-50-5.
5.As part of the expanded discussion relating to the conversion of your proved undeveloped
reserves for the year ended December 31, 2023, please provide the dollar amounts of
capital expenditures made during the year to convert proved undeveloped reserves to
proved developed reserves. Also clarify that all of the proved undeveloped reserves
disclosed as of December 31, 2023 are scheduled to be converted to developed status
within five years of initial disclosure, if true. Refer to the disclosure requirements in Items
1203(c) and (d) of Regulation S-K, respectively.

August 9, 2024
Page 3
Oil and Natural Gas Production Prices and Production Costs, page 87
6.Please expand or modify your disclosure to provide the average production cost per unit
of production excluding ad valorem and production taxes to comply with the requirements
in Item 1204(c) of Regulation S-K.
Index to Financial Statements, page F-1
7.We have read your response to comment 19and note that your previously issued 2022
GAAS financial statements reflect a net loss of $702,676, whereas your revised 2022
PCAOB financial statements reflect net income of $1,338,000. Based on your response, it
appears multiple errors were corrected in the 2022 PCAOB financial statements after
being previously issued in the 2022 GAAS financial statements. Please provide the
following:

•To the extent your financial statements have been restated due to a correction of an
error, tell us how you considered the guidance in ASC 250-10-45-22 through 45-24
and ASC 250-10-50-7 through 50-10 when filing the Form 1-K on April 30, 2024 and
your draft registration statement. To the extent necessary, please amend the Form 1-K
to provide the relevant disclosure under this guidance and similarly revise the
disclosures in the registration statement.

•Consult with your auditors regarding reference to the restatement in their audit report
and their consideration of AS 2820.16 and AI 23.66, providing a revised report as
necessary.
Note 15 - Segments, page F-23
8.We note your response to comment 21. Please address the following points:

•You have reconcile your segment operating profit (loss) to net income (loss), however
the total line identifies the amount as “Income (loss) from operations.” Please revise
this label.

•You state on page F-23, "Interest expense is allocated to the segments based on the
carrying value of the oil and gas properties owned by the respective segment at the
balance sheet date." Please clarify if the segment operating profit (loss) amounts
include an allocation for interest expense or revise as necessary. This also applies to
your disclosure on page 54.

This comment also applies to the your segment disclosures included in your interim
financial statements for the three months ended March 31, 2024.
Exhibits
9.Please file your indentures and your forms of notes as exhibits with your next amendment.

August 9, 2024
Page 4
General
10.We note your response to prior comment 23. It remains unclear how the proposed offering
is consistent with Rule 415.  In this regard, we note that your response appears to indicate
that deal terms will be selected post-effectively from a range of options presented in the
registration statement. More specifically, several material aspects of the offering would
appear to be undetermined, and therefore undisclosed, at the time of effectiveness,
including, for example, interest payment method, duration, and allocation of principal
amount (i.e., the principal amount of the notes to be offered). Please provide an expanded
legal analysis to address how your proposed offering will comply with Rule 415 and why
you believe it is distinguishable from a delayed shelf offering. In so doing, please also
clearly describe the information that you intend to disclose (i) prior to effectiveness, (ii)
immediately after effectiveness in a prospectus supplement, and (iii) at some later date via
a supplement or post-effective amendment.  Alternatively, please revise to provide all
required disclosure regarding the primary offering and the securities offered therein in this
registration statement.
            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

United States securities and exchange commission logo
June 10, 2024
Curtis Allen
Chief Financial Officer
Phoenix Capital Group Holdings, LLC
18575 Jamboree Road, Suite 830
Irvine, California 92612
Re:Phoenix Capital Group Holdings, LLC
Draft Registration Statement on Form S-1
Submitted on May 13, 2024
File No. 377-07226
Dear Curtis Allen:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. 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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form S-1 filed May 13, 2024
Prospectus Summary
Our Company, page 1
1.You disclose that from 2020 to 2023, you "experienced significant growth in operations."
Please provide additional quantitative or qualitative information to support this
conclusion.
Business Strategy
Direct Drilling Operations, page 2
2.You disclose here that you estimate that your direct drilling operations will require
approximately $150,000,000 in additional capital throughout 2024 and that this need will
be met by your capital contributions to PhoenixOp which funds include loans and
offerings of debt securities.  In addition to the potential net proceeds from this offering of
Notes, update your disclosure to include as of the most recent practicable date, the

 FirstName LastNameCurtis Allen
 Comapany NamePhoenix Capital Group Holdings, LLC
 June 10, 2024 Page 2
 FirstName LastName
Curtis Allen
Phoenix Capital Group Holdings, LLC
June 10, 2024
Page 2
amounts available under your current and potential sources of financing, including under
the ANB Credit Agreement, the Adamantium Loan Agreement, and your offerings of debt
securities pursuant to Regulation D.
Company Structure, page 4
3.We note your corporate structure chart. Please identify your other subsidiaries or tell us
why you do not believe this disclosure is material to investors.
Prospectus Summary
Summary of Reserve, Production, and Operating Data
Summary of Reserves, page 16
4.Please revise your presentation to resolve an apparent inconsistency in the disclosure
relating to your estimated total proved reserves. There appears to be a typographical error
relating to the line item for PV10 compared to the presentation provided on page 84.
5.Please revise your disclosure to remove the reference to a standardized measure of
discounted future net cash flows from probable reserves as the guidelines in FASB ASC
932-235-50-30 do not extent to nonproved reserves. This comment also applies to the
disclosure on page 84.
Risk Factors
The development of our estimated proved undeveloped reserves..., page 26
6.Please expand your risk factor to additionally address the funding for your probable
undeveloped reserves. As part of your expanded disclosure, please provide the total dollar
amounts of future development capital required for the proved undeveloped reserves and
separately for the probable undeveloped reserves disclosed as of December 31, 2023.
Refer to Rule 4-10(a)(26) of Regulation S-X.
Estimated reserves do not represent a measure of fair value..., page 27
7.Please expand your risk factor to additionally reference your estimated probable
undeveloped reserves. This comment also applies to comparable disclosure under the risk
factor on page 34 relating to identified potential drilling locations and to the risk factor on
page 39 relating to the estimated reserves based on the Company’s software technology.

 FirstName LastNameCurtis Allen
 Comapany NamePhoenix Capital Group Holdings, LLC
 June 10, 2024 Page 3
 FirstName LastName
Curtis Allen
Phoenix Capital Group Holdings, LLC
June 10, 2024
Page 3
Use of Proceeds, page 52
8.We note you disclose the expected use of net proceeds but state that you cannot "set out
with certainty the specific allocations or all of the particular uses for the net
proceeds."  Please disclose the order of priority for your intended use of proceeds. If the
priority is reflected in the order in which the uses have been listed, please state as much.
Refer to Instruction 1 to Item 504 of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations for the Year Ended December 31, 2023 Compared to the Year Ended
December 31, 2022, page 61
9.You disclose you began operating as two segments, Phoenix Capital and Phoenix
Operating, in 2023. Please revise your discussion of changes in your results of operations
to address each reportable segment in accordance with Item 303(b) of Regulation S-K.
10.When describing the changes in your results of operations, please specifically identify and
quantify the key drivers contributing the material changes for revenues and expenses in
each period. In this regard, we note you recognized an increase in revenue and depletion
during the year ended December 31, 2023. Please address the changes in volumes and
prices that resulted in these increases and provide further details on the timing and impacts
of acquisitions during the period. Please also expand your discussion to quantify and
address specific drivers related to the increase in advertising and marketing expense, and
interest expense. Refer to Item 303 of Regulation S-K and SEC Release No. 33-8350.
Business
Drilling Results, page 79
11.We note your disclosure of the drilling results for each of the last three fiscal years
appears to represent the total cumulative number of gross and net productive wells drilled
as of December 31, 2021, 2022 and 2023 rather than the number of wells drilled during
the fiscal year. Please revise your disclosure as needed to comply with the requirements in
Item 1205 of Regulation S-K or tell us why a revision is not needed.
12.We also note disclosure under this section indicating PhoenixOp drilled a total of 10 net
productive wells as of March 31, 2024. Please expand your discussion to provide the
number of gross wells drilled. Also, disclose any additional wells in the process of being
drilled or completed and any other related activities of material importance as of the end
of the most recent fiscal year or a date as close as reasonably possible to your current
filing. Refer to the disclosure requirements for Present Activities under Item 1206 of
Regulation S-K.
Acreage of Mineral and Royalty Interests, page 80
13.Please expand or modify your disclosure of developed and undeveloped mineral and
royalty acreage to additionally provide this information for your working interest acreage,

 FirstName LastNameCurtis Allen
 Comapany NamePhoenix Capital Group Holdings, LLC
 June 10, 2024 Page 4
 FirstName LastNameCurtis Allen
Phoenix Capital Group Holdings, LLC
June 10, 2024
Page 4
if any, as of December 31, 2023. This comment also applies to the disclosure under the
section Acreage Expirations. Refer to the disclosure requirements in Items 1208(a) and (b)
of Regulation S-K.
Wells, page 80
14.Please expand or modify your summary table to separately present the number of total
gross and net oil wells separately from the number of total gross and net gas wells to
comply with the disclosure requirements in Item 1208(a) of Regulation S-K. Also clarify
that the wells presented represent “productive wells” as defined by Item 1208(c)(3) of
Regulation S-K.
Evaluation and Review of Estimated Proved Reserves, page 81
15.We note disclosure on page 82 indicating you do not have the ability to accurately
estimate when or if undeveloped reserves under your mineral and non-operated interest
holdings will be extracted and only estimate the reserves that have a “clear line of sight”
to being extracted as proved reserves with the remainder of the reserves being categorized
as probable reserves. Please explain to us your rationale for assigning the probable
undeveloped reserves disclosed as of December 31, 2023. Refer to Rule 4-10(a)(31)(ii) of
Regulation S-X and question 131.04 in our Compliance and Disclosure Interpretations
(“C&DIs”) regarding Oil and Gas Rules in preparing your response.
Oil and Natural Gas Reserves, page 84
16.Please expand the disclosure relating to your proved undeveloped reserves to include the
information required by Items 1203(b) and 1203(c) of Regulation S-K.
Oil and Natural Gas Production and Prices and Production Costs, page 86
17.Please expand your disclosure to present net production by final product sold for each
field, basin or operational area that contains 15% or more of your total proved reserves at
fiscal yearend. Refer to the disclosure requirements in Item 1204(a) of Regulation S-K
and the definition of a field in Rule 4-10(a)(15) of Regulation S-X.
Security Ownership of Certain Beneficial Owners and Management, page 108
18.Please revise to clarify the percentage of economic interest in Lion of Judah Capital that is
held by Adam Ferrari.
Index to Financial Statements, page F-1
19.We note the audited financial statements as of and for the year ended December 31, 2022
included in your draft registration statement and the Form 1-K filed April 30, 2024 do not
agree to the audited financial statements for the same period included in the post
qualification amendment on Form 1-A filed on March 18, 2024. Please provide the
following:

 FirstName LastNameCurtis Allen
 Comapany NamePhoenix Capital Group Holdings, LLC
 June 10, 2024 Page 5
 FirstName LastNameCurtis Allen
Phoenix Capital Group Holdings, LLC
June 10, 2024
Page 5

•Explain the reasons for the changes in your historical financial statements, including
a detailed explanation of the change in each line item.
•To the extent your financial statements have been restated due to a correction of an
error, tell us how you considered the guidance in ASC 250-10-45-22 through 45-24
and ASC 250-10-50-7 through 50-10 when filing the Form 1-K on April 30, 2024 and
your draft registration statement. To the extent necessary, please amend the Form 1-K
to provide the relevant disclosure under this guidance and similarly revise the
disclosures in the registration statement.
•Consult with your auditors regarding reference to the restatement in their audit report
and their consideration of AS 2820.16 and AI 23.66, providing a revised report as
necessary.
Phoenix Capital Group Holdings, LLC and Subsidiaries
Notes to the Consolidated Financial Statements, page F-8
20.Please expand your disclosure to include the information, as applicable, in FASB ASC
932-235-50-3 through 50-36 for the fiscal years ended December 30, 2023 and 2022, to
comply with Item 302(b) of Regulation S-K, applicable via Part 1 Item 11(h) of Form S-1.
For additional guidance, refer to Item 303(b)(1)(a) of Regulation S-K and the examples of
the presentation formats that may be used to disclose the required information shown in
FASB ASC 932-235-55-1.
Note 15 - Segments, page F-23
21.You disclose on page F-9 that the Company’s performance is based on the operating profit
of each segment. Please tell us how you define segment operating profit and disclose this
measure for each segment and the nature of any differences between the measurements of
the reportable segments' profits or losses and your consolidated income before taxes. In
addition, please provide comparative segment disclosures for the year ended December
31, 2022.  Please refer to FASB ASC paragraphs 280-10-50-22, 50-29(b) and 50-30(b).
Exhibits
22.Please file the Adamantium Loan Agreement dated as of September 14, 2023, as
amended, as an exhibit to your registration statement.  Refer to Item 601(b)(10) of
Regulation S-K.
General
23.We note that various material terms of the notes, including the maturities, will not be
determined until a prospectus supplement is filed. Please provide your analysis as to why
the proposed offering may be conducted under Rule 415.
            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.

 FirstName LastNameCurtis Allen
 Comapany NamePhoenix Capital Group Holdings, LLC
 June 10, 2024 Page 6
 FirstName LastName
Curtis Allen
Phoenix Capital Group Holdings, LLC
June 10, 2024
Page 6
For questions regarding comments on engineering matters, you may contact John Hodgin at 202-
551- 3699.  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

CORRESP
1
filename1.htm

CORRESP

 Phoenix Capital Group Holdings, LLC

18575 Jamboree Road, Suite 830

Irvine, California 92612

March 29, 2024

 Via EDGAR

 Division of Corporation Finance

 Office of
Energy & Transportation

 U.S. Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Attn: Claudia Rios

  Daniel Morris

Re:
 Phoenix Capital Group Holdings, LLC

Post-Qualification Amendment to Offering Statement on Form 1-A

Filed March 18, 2024

File No. 024-11723

To Whom It May Concern:

 On behalf of the
Company, I respectfully request that the qualification date of the post-qualification amendment to the offering statement be accelerated and that the offering statement be declared qualified on March 29, 2024 at 12:00 p.m. ET, or as soon
thereafter as is reasonably practicable.

 In making this request, the Company acknowledges the following:

•

 should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to
delegated authority, declare the filing qualified, it does not foreclose the Commission from taking any action with respect to the filing;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing
qualified, does not relieve the Company from its full responsibility for the adequacy and accuracy of disclosure in the filing; and

•

 the Company may not assert staff comments and the declaration of qualification as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

By:

 /s/ Lindsey Wilson

Name: Lindsey Wilson

Title: Manager and Chief Operating Officer

United States securities and exchange commission logo
March 15, 2024
Curtis Allen
Chief Financial Officer
Phoenix Capital Group Holdings, LLC
18575 Jamboree Road
Suite 830
Irvine, CA 92612
Re:Phoenix Capital Group Holdings, LLC
Post Qualification Amendment No. 11 to Offering Statement on Form 1-A
Filed March 1, 2024
File No. 024-11723
Dear Curtis Allen:
             We have reviewed your amendment and have the following comment.
            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.
Post Qualification Amendment No. 11 to Offering Statement on Form 1-A
General
1.We note disclosure that you may be unable to pay redemption requests due to applicable
limits or insufficient available cash. Please disclose at the cover page, summary and risk
factor sections whether investors would be required to hold until the maturity date if you
are unable to pay redemption requests.
            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.

 FirstName LastNameCurtis Allen
 Comapany NamePhoenix Capital Group Holdings, LLC
 March 15, 2024 Page 2
 FirstName LastName
Curtis Allen
Phoenix Capital Group Holdings, LLC
March 15, 2024
Page 2
            Please contact Claudia Rios at 202-551-8770 or Daniel Morris at 202-551-3314 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Ross McAloon, Esq.

United States securities and exchange commission logo
February 28, 2024
Curtis Allen
Chief Financial Officer
Phoenix Capital Group Holdings, LLC
18575 Jamboree Road
Suite 830
Irvine, CA 92612
Re:Phoenix Capital Group Holdings, LLC
Post Qualification Amendment No. 10 to Offering Statement on Form 1-A
Filed February 9, 2024
File No. 024-11723
Dear Curtis Allen:
            We have reviewed your amendment 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 February 8, 2024 letter.
Post Qualification Amendment No. 10 to Offering Statement on Form 1-A
We incur increased costs as a result of ongoing reporting requirements, and our management
devotes substantial time to compliance initiative, page 19
1.We note your response to prior comment 1 and related revisions to this risk factor. Please
further revise to clarify whether you made any sales of the Regulation A Bonds, and, if so,
the amount of such sales, from the date on which you entered into the Adamantium Loan
Agreement to the date on which you first disclosed the agreement in the post-qualification
amendment dated November 14, 2023. If sales were made, clearly explain that the
Regulation A exemption may have been unavailable for those sales in light of the Rule
252(f)(iii)(2)(ii) requirement that you file post-qualification amendments to reflect any
facts or events representing a fundamental change in the information set forth in the
offering statement and that rescission rights or damages may apply.

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 Comapany NamePhoenix Capital Group Holdings, LLC
 February 28, 2024 Page 2
 FirstName LastName
Curtis Allen
Phoenix Capital Group Holdings, LLC
February 28, 2024
Page 2
Exhibits
2.Please revise the offering statement to include the information provided in response to
prior comment 2.
            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.
            Please contact Claudia Rios at 202-551-8770 or Daniel Morris at 202-551-3314 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Ross McAloon, Esq.

United States securities and exchange commission logo
February 8, 2024
Curtis Allen
Chief Financial Officer
Phoenix Capital Group Holdings, LLC
18575 Jamboree Road
Suite 830
Irvine, CA 92612
Re:Phoenix Capital Group Holdings, LLC
Post Qualification Amendment No. 9 to Offering Statement on Form 1-A
Filed January 19, 2024
File No. 024-11723
Dear Curtis Allen:
             We have reviewed your amendment 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 January 11, 2024 letter.
Post Qualification Amendment No. 9 to Offering Statement on Form 1-A
We incur increased costs as a result of ongoing reporting requirements, page 19
1.We note your response to prior comment 6 which appears to address possible risks related
to the failure to disclose a new agreement in the future. Please revise your risk factor to
address the non-disclosure of the Adamantium agreement prior to qualification on
September 29, 2023.

Exhibits
2.We note your response to prior comment 5, and we re-issue in part. We note that on page
F-9 you disclose that in 2023, 60% of the Company's revenues were concentrated within
four operators and concentrations in accounts receivable of 22%, 16%, 11% and 11%
existed within four operators. Please file the agreements relating to these four operators.

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 Comapany NamePhoenix Capital Group Holdings, LLC
 February 8, 2024 Page 2
 FirstName LastName
Curtis Allen
Phoenix Capital Group Holdings, LLC
February 8, 2024
Page 2
            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.
            Please contact Claudia Rios at 202-551-8770 or Daniel Morris at 202-551-3314 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Ross McAloon, Esq.

United States securities and exchange commission logo
January 11, 2024
Curtis Allen
Chief Financial Officer
Phoenix Capital Group Holdings, LLC
18575 Jamboree Road
Suite 830
Irvine, CA 92612
Re:Phoenix Capital Group Holdings, LLC
Post Qualification Amendment No. 8 to Offering Statement on Form 1-A
Filed December 22, 2023
File No. 024-11723
Dear Curtis Allen:
             We have reviewed your amendment 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 December 14, 2023 letter.
Post-Qualification Amendment No. 8 to Offering Statement on Form 1-A
General Information About Our Company, page 38
1.Please provide additional clarification regarding the anticipated timing and criteria for
contributing additional oil and gas properties to PhoenixOp, if known. In addition, we
note that the intended business plan of PhoenixOp will require approximately
$150,000,000. To the extent this amount will be provided to PhoenixOp in increments
pursuant to certain milestones or otherwise, please briefly describe the anticipated timing
and associated amounts of the funding.
2.We note disclosure throughout your offering statement regarding your specialized
software. However, certain statements appear to be inconsistent or, alternatively, in need
of further clarification. For example, you state that you developed specialized software
which you leverage to identify asset opportunities with potential for returns and that the
software has potential value if it is ever licensed or sold. However, you have also revised

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 Comapany NamePhoenix Capital Group Holdings, LLC
 January 11, 2024 Page 2
 FirstName LastNameCurtis Allen
Phoenix Capital Group Holdings, LLC
January 11, 2024
Page 2
the offering statement to remove statements that the software is proprietary and you have
disclosed at page 24 that you do not own any intellectual property rights for any of your
software. Please reconcile these statements.
Compensation of Directors and Executive Officers, page 67
3.Please update your executive compensation disclosure as of the fiscal year ended
December 31, 2023.
Adamantium Capital, LLC, page 70
4.Please revise, where appropriate, to disclose whether (and if so, how) the terms of the loan
agreement between Adamantium and Phoenix can be waived or amended. Please also
address any potential conflicts of interest related to common management of the
companies (for example, if management chooses to amend the loan agreement to add new
borrowers such that offering proceeds that Adamantium would previously have loaned to
Phoenix Capital and PhoenixOp can be loaned to other borrowers).
Exhibits
5.We note your response to prior comment 4 and re-issue in part. While we note certain
revisions to your exhibit index, it does not appear that you intend to file agreements
related to certain aspects of your business (e.g., third-party operator agreements,
acquisition agreements, contribution agreements, major customer agreements, equipment
or servicing agreements, etc.). Please update your exhibit index and file material
agreements, as necessary, or provide your analysis as to why such agreements are not
required to be filed.
General
6.We note your response to prior comment 1; however, we are unable to agree with your
analysis of the issues presented in that comment. Please tell us what consideration you
have given to including a risk factor related to the non-disclosure of
the Adamantium agreement prior to qualification on September 29, 2023. In addition,
please confirm that you will file post-qualification amendments, as required by Rule
252(f)(iii)(2)(ii), to reflect any facts or events arising after the qualification date of the
offering statement which represent a fundamental change in the information set forth in
the offering statement.
7.We note your response to prior comment 2. The loan agreement provides that
Adamantium will loan up to $200,000,000. Please revise your disclosure to clarify, where
appropriate, that there is no guarantee that Adamantium will raise the full amount in
proceeds to loan.

 FirstName LastNameCurtis Allen
 Comapany NamePhoenix Capital Group Holdings, LLC
 January 11, 2024 Page 3
 FirstName LastName
Curtis Allen
Phoenix Capital Group Holdings, LLC
January 11, 2024
Page 3
            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.
            Please contact Claudia Rios at 202-551-8770 or Daniel Morris at 202-551-3314 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Ross McAloon, Esq.

United States securities and exchange commission logo
December 14, 2023
Curtis Allen
Chief Financial Officer
Phoenix Capital Group Holdings, LLC
18575 Jamboree Road
Suite 830
Irvine, CA 92612
Re:Phoenix Capital Group Holdings, LLC
Post Qualification Amendment to Offering Statement on Form 1-A
Filed November 14, 2023
File No. 024-11723
Dear Curtis Allen:
            We have reviewed your amendment 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.
Post Qualification Amendment to Offering Statement on Form 1-A
Summary of Adamantium Loan Agreement, page 43
1.We note disclosure that you entered into a loan agreement with your subsidiary
Adamantium Capital, LLC ("Adamantium") on September 14, 2023, for up to a maximum
principal amount of $200,000,000 in one or more advances (the "Adamantium Loan
Agreement"). Rule 252(f)(iii)(2)(ii) states that post-qualification amendments must be
filed to reflect any facts or events arising after the qualification date of the offering
statement which represent a fundamental change in the information set forth in the
offering statement. Please tell us how you determined that this event did not constitute a
fundamental change to be disclosed prior to the qualification of your post-qualification
amendments on September 29, 2023.
2.Please substantially revise throughout the prospectus to provide additional disclosure
regarding Adamantium and the Adamantium Loan, including the company history, current
operations, material terms, and associated risks. In addition, please clarify how

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 December 14, 2023 Page 2
 FirstName LastName
Curtis Allen
Phoenix Capital Group Holdings, LLC
December 14, 2023
Page 2
Adamantium intends to raise the funds necessary to satisfy its loan obligations, including
whether it will conduct offerings under Regulation A.
3.We note your disclosure at page 67 that PhoenixOp and Adamantium will loan up to
$200,000,000 to the Company.  However, your disclosure at page 45 states that the
Company will fund PhoenixOp and that PhoenixOp has approximately $150,000,000 in
cash needs. Please revise to clarify and reconcile this disclosure and
related disclosures regarding the relationship of these companies.
Exhibits
4.Please ensure that you have filed all material contracts required under Part III of Form 1-
A.
            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.
            Please contact Claudia Rios at 202-551-8770 or Daniel Morris at 202-551-3314 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Ross McAloon

CORRESP
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CORRESP

 Phoenix Capital Group Holdings, LLC

18575 Jamboree Road, Suite 830

Irvine, CA 92612

September 29, 2023

 VIA EDGAR

 Claudia Rios

 Division of Corporation Finance

Office of Energy & Transportation

 United States
Securities and Exchange Commission

 100 F Street, N.E.

Washington, DC 20549

Re:

Phoenix Capital Group Holdings, LLC

Post-Qualification Amendment to Offering Statement on Form 1-A

Filed September 28, 2023

File No. 024-11723

 Dear Ms. Rios:

On behalf of the Company, I respectfully request that the qualification date of the offering statement be accelerated and that the offering
statement be declared qualified on September 29, 2023 at 5:00 p.m. ET, or as soon thereafter as is reasonably practicable.

 In making this request,
the Company acknowledges the following:

•

 should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to
delegated authority, declare the filing qualified, it does not foreclose the Commission from taking any action with respect to the filing;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, to declare the filing
qualified does not relieve the Company from its full responsibility for the adequacy and accuracy of disclosure in the filing; and

•

 the Company may not assert staff comments and/or qualification as a defense in any proceeding initiated by the
Commission or any person under the federal securities law of the United States.

Very truly yours,

 /s/ Lindsey Wilson

Manager

United States securities and exchange commission logo
September 27, 2023
Curtis Allen
Chief Financial Officer
Phoenix Capital Group Holdings, LLC
4643 South Ulster Street, Suite 1510
Denver, CO 80237
Re:Phoenix Capital Group Holdings, LLC
Post-Qualification Amendment No. 5 to Form 1-A
Filed September 6, 2023
File No. 024-11723
Dear Curtis Allen:
            We have reviewed your amendment and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Post-Qualification Amendment No. 5 to Form 1-A filed September 6, 2023
Use of Proceeds, page 23
1.We note your response to prior comment 2 and reissue this comment in part.  Please revise
your use of proceeds disclosure to provide the anticipated amount of the intended
additional contribution to PhoenixOp, and whether all or some of the contribution will be
made from the proceeds of this offering and/or proceeds of the loan to be provided by
Phoenix Capital Group Holdings I.  Refer to Instruction 5 to Item 6.
General
2.We note your response to prior comment 4 and reissue in part.  There appear to be
discrepancies between the amount of outstanding Regulation D debt obligations disclosed
in this filing and the offering statement on Form 1-A that was filed by Phoenix Capital

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 Comapany NamePhoenix Capital Group Holdings, LLC
 September 27, 2023 Page 2
 FirstName LastName
Curtis Allen
Phoenix Capital Group Holdings, LLC
September 27, 2023
Page 2

Group Holdings I, LLC.  Please revise or advise.  In addition, please consider revising to
include the table setting forth the Company's outstanding unsecured debt obligations in the
Form 1-A filed by Phoenix Capital Group Holdings I, LLC.
            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.
            You may contact Myra Moosariparambil, Staff Accountant, at (202) 551-3796 or
Kimberly Calder, Assistant Chief Accountant, at (202) 551-3701 if you have questions regarding
comments on the financial statements and related matters.  Please contact Claudia Rios, Staff
Attorney, at (202) 551-8770 or Daniel Morris, Legal Branch Chief, at (202) 551-3314 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Rhys James, Esq.

United States securities and exchange commission logo
August 30, 2023
Curtis Allen
Chief Financial Officer
Phoenix Capital Group Holdings, LLC
4643 South Ulster Street, Suite 1510
Denver, CO 80237
Re:Phoenix Capital Group Holdings, LLC
Post-Qualification Amendment No. 4 to Form 1-A
Filed August 9, 2023
File No. 024-11723
Dear Curtis Allen:
             We have reviewed your amendment and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Our references to
prior comments refer to comments in our July 19, 2023 letter.
Post-Qualification Amendment No. 4 to Form 1-A filed August 9, 2023
Ranking, page 6
1.We note your supplemental response to prior comment 4 and your disclosure at page 6
and elsewhere in the offering circular regarding numerous prior offerings.  Please consider
whether an explanatory chart or other graphic presentation may illustrate more clearly the
timing, terms, amounts, and relative rank of your various securities offerings.  Also,
please ensure that your naming conventions allow investors to tie your disclosure in Part
II to the information provided under "Unregistered Securities Issued" in Item 6 of Part I.
It is important that investors are able to understand your capital structure, including your
history of unregistered issuance of unsecured debt.

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 Comapany NamePhoenix Capital Group Holdings, LLC
 August 30, 2023 Page 2
 FirstName LastNameCurtis Allen
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August 30, 2023
Page 2
Phoenix Operating, page 33
2.We note your disclosure at page 50 that you have contributed $970,000 to PhoenixOp.
We also note that you intend to make additional capital contributions to PhoenixOp
to finance its operations.  Please disclose the anticipated amount of the intended additional
contribution and whether all or some of the contribution will be made from the proceeds
of this offering and/or proceeds of the loan to be provided by Phoenix Capital Group
Holdings I.  Please revise your Use of Proceeds accordingly.  If PhoenixOp intends to
pursue other financing, please disclose when and how that financings is expected to occur
given that PhoenixOps will begin operations in September 2023.
3.We note your disclosure that you have agreed to grant certain minority, non-
voting interests to PhoenixOps employees.  However, it remains unclear whether the
grant has occurred and, if so, to whom it was made and what, if any, consideration was
paid.  In addition, the terms of the interests granted, including whether they include direct
interests in Phoenix Capital Group I or PhoenixOps, are not disclosed.  Please revise
accordingly and file any related material agreements.  Lastly, please revise the beneficial
ownership table at page 46 to reflect the grants, and the related party transaction
disclosures at page 50, as necessary.
General
4.Please revise this post-qualification amendment, as necessary, to reflect applicable
revisions made in response to our comments to the offering statement on Form 1-A
that was filed by Phoenix Capital Group Holdings I, LLC on August 11, 2023.
5.We note that you have updated your maximum offering amount.  Please supplementally
show how you calculated the new offering amount.

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 FirstName LastName
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August 30, 2023
Page 3
            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.
            You may contact Myra Moosariparambil, Staff Accountant, at (202) 551-3796 or Craig
Arakawa, Accounting Branch Chief, at (202) 551-3650 if you have questions regarding
comments on the financial statements and related matters.  Please contact Claudia Rios, Staff
Attorney, at (202) 551-8770 or Daniel Morris, Legal Branch Chief, at (202) 551-3314 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Rhys James, Esq.

CORRESP
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pcgh_corresp.htm

     August 8, 2023

 VIA EDGAR

 Claudia Rios

 Division of Corporation Finance

 Office of Energy & Transportation

 United States Securities and Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

   Re:

   Re: Phoenix Capital Group Holdings, LLC

   Post-Qualification Amendment No. 3 to Form 1-A

 Filed June 27, 2023

 File No. 024-11723

 Dear Ms. Rios:

 This letter is submitted on behalf of Phoenix Capital Group Holdings, LLC, a Delaware limited liability company (the “Issuer”). We are submitting this following letter to the U.S. Securities and Exchange Commission (the “Commission”) in response to the comment letter dated July 19, 2023 (the “Comment Letter”) to the Issuer’s Post-Qualification Amendment to Offering Statement on Form 1-A filed on June 27, 2023 (“Amendment No. 3”) received from the staff of the Division of Corporation Finance (the “Staff”) of the Commission. Page references contained herein refer to the Issuer’s Post-Qualification Amendment to Offering Statement on Form 1-A filed on August 7, 2023 (“Amendment No. 4”), concurrently with the filing of this letter.

 For ease of reference, the Staff’s comment contained in the Comment Letter is reprinted below in bold and is followed by the corresponding response of the Issuer. Capitalized terms used but not defined herein have the meanings described to them in Amendment No. 4 unless otherwise indicated.

 Post-Qualification Amendment No. 3 to Form 1-A filed June 27, 2023

 Maturity Date, page 6

   1.

   We note that you have removed disclosure from this section stating that the extension of the maturity date would constitute a new offering. Please tell us whether you will file a post-qualification amendment if there is a fundamental change to the terms of a security.

 Issuer’s Response:

 In response to the Staff’s comment we have reinserted the disclosure previously removed. The Issuer will file a post-qualification amendment if there is a fundamental change to the terms of a security.

 Use of Proceeds, page 18

   2.

   We note in footnote 1 you state that the Broker-Dealer Fee assumes that "we sell the Maximum Offering Amount comprised of $10,679,000." You state in your response letter that your updated Maximum Offering Amount is $14,131,000 in gross proceeds. Please revise to include the updated and accurate maximum offering amount throughout the filing.

 T. RHYS JAMES  |  Member

 rjames@kv-legal.com  |  p 804.823.4041  |  f 804.823.4099

 Securities and Exchange Commission

 August 8, 2023

 Page 2

 Issuer’s Response:

 The Issuer has revised its disclosure throughout Amendment No. 4 to reflect its new Maximum Offering Amount of $20,076,000 (20,076 Bonds), which has increased due to the passage of time and resulting ability to qualify additional securities under the $75,000,000 annual limit of Regulation A. The Issuer has updated the Maximum Offering Amount in all places it appears as well as the other numbers in Amendment No. 4 that are calculated using the Maximum Offering Amount.

 Broker-Dealer and Compensation We Will Pay for the Sale of the Bonds, page 22

   3.

   We note your disclosure that Mr. Willer will be "re-allowed" a portion of the broker dealer fee. Please revise to clarify the meaning of this term for investors and disclose the portion of the fee to which Mr. Willer will be entitled.

 Issuer’s Response:

 In response to the Staff’s comment, the Issuer has revised disclosure on the cover page and on page 18 and 22 of Amendment No. 4 to reflect that Mr. Willer will be paid compensation of up to 2% of the gross proceeds of the Offering out of the Broker-Dealer Fee.

 Description of Bonds, page 39

   4.

   In prior comment 5, we requested that you clearly state the amount of bonds and unsecured notes offered and sold in each Regulation D offering. We re-issue our comment, in part. In this regard, we note the second paragraph on page 5 of your response letter where you state that the Issuer "began selling Bonds under the third 506(c) offering on July 22, 2022 (the “Third 506(c) Offering”)" and also state that "as of June 22, 2023, the Issuer sold approximately $14,400,000 of unsecured notes in the Third 506(c) Offering." It is unclear whether you are using Bonds and unsecured notes interchangeably, or if both types of securities were offered during the Third Offering (if so, clarify the amount sold of each security). Please revise to ensure that references to unsecured notes, unsecured bonds, and Bonds are made consistently, including capitalization, as applicable, and with specific meaning (rather than interchangeably) in both the response letter and in the Offering Statement.

 Issuer’s Response:

 The Issuer has revised its disclosure on pages 6 and 32 of Amendment No. 4, as well as throughout Amendment No. 4, to carefully and specifically refer to the securities offered in each of the six unregistered offerings in which the Issuer has engaged. The securities offered in the Issuer’s first two unregistered offerings, identified and defined as the 506(b) Notes and the 506(c) Notes in Amendment No. 4, were named “unsecured notes” on their face. The securities offered in the Issuer’s Second, Third and Fourth 506(c) Offerings, as referenced in our response letter dated June 26, 2023 (the “Initial Response Letter”), were all named bonds on their face and have been identified and defined in Amendment No. 4 as the 11% Bonds, the Short-Term Bonds, and the Subordinated Regulation D Bonds, respectively. In addition, the 506(b) Notes, 506(c) Notes, 506(c) Bonds and Short-Term Bonds are referred to collectively as the “Pari Passu Obligations” because they each rank pari passu with the unsecured bonds the Issuer is offering under Regulation A, which are referred to herein and in Amendment No. 4 as the “Bonds.” The Subordinated Regulation D Bonds are named as such because the obligations thereunder are subordinate to the Issuer’s obligations under the Bonds.

 Securities and Exchange Commission

 August 8, 2023

 Page 3

 The Issuer offered and sold solely the 506(b) Notes under its 506(b) offering, solely the 506(c) Notes under the Initial 506(c) Offering (as defined in the Initial Response Letter), solely the 11% Bonds under Second 506(c) Offering (as defined in the Initial Response Letter), solely the Short-Term Bonds under the Third 506(c) Offering (as defined in the Initial Response Letter), and solely the Subordinated Regulation D Bonds in the Fourth 506(c) Offering (as defined in the Initial Response Letter).

 We have reviewed Amendment No. 4 and revised the disclosure therein to accurately use the defined names of each of the Issuer’s previously issued unregistered debt securities, as well as those for which the offering is ongoing.

   5.

   Please clarify your statement in the third paragraph on page 5 of the response letter that the selling of unsecured bonds pursuant to the Fourth Offering "replaced" the Second and Third Offering. In this regard, it is unclear whether the securities offered in the Fourth Offering were intended to be the same as or different than the two preceding offerings.

 Issuer’s Response:

 The securities offered in the Fourth 506(c) Offering are different from those offered in the Second and Third 506(c) Offerings. While each of the securities offered in the Second, Third and Fourth 506(c) Offering is named a bond on its face, each offering includes securities with different terms and interest rates. In addition, the Subordinated Regulation D Bonds are subordinate to the Bonds offered under Regulation A, while the 11% Bonds and Short-Term Bonds are not.

 The Issuer terminated the Second and Third Offerings immediately prior to the commencement of the Fourth 506(c) Offering. So, the Fourth 506(c) Offering replaced its two predecessors Rule 506(c) offerings with respect to the Issuer’s efforts to raise capital from accredited investors pursuant to Rule 506(c) of Regulation D. As noted above, the securities offered and sold in the Fourth 506(c) Offering were intended to be different, and are different, from those offered and sold in the Second and Third 506(c) Offerings.

   6.

   Refer to the final paragraph of your supplemental response to prior comment 5. Can you affirmatively state that you ensure that the PPMs that include Reg. A information will be accompanied or preceded by the offering circular? For example, do you have controls in place ensuring that the only access to the PPMs is via the website, or is it possible investors could get them from another source? Please confirm and advise.

 Issuer’s Response:

 The Issuer firmly believes that any PPM including Reg. A information would be and has been accompanied by or preceded by the offering circular. First, the Issuer believes it is very unlikely that any prospective investor would make contact with any of the Issuer’s personnel for purposes of making an investment without first visiting the website and/or attending a webinar. The Issuer’s advertising for its investment offerings does not contain direct contact information for the Issuer’s personnel, rather it directs investors to the website and/or into a webinar where the prospective investor can sign up to receive further information or be contacted by the Issuer. As previously noted in the Initial Response Letter, the Issuer’s website and all webinar powerpoint presentations contain a link to the offering circular. The Issuer has reviewed its records and is not aware of an investor in any of the Second, Third or Fourth 506(c) Offerings that did not initially contact the Issuer through the website or as a result of a webinar.

 Securities and Exchange Commission

 August 8, 2023

 Page 4

 Further, the Issuer instructs and directs its management and any personnel who may communicate with a prospective investor in an offering under Regulation D or Regulation A to direct such investors to review the Issuer’s offering information available on its website and to attend a webinar prior to delivering a PPM to such investor. So, even if an investor were to contact the Issuer outside of the website and webinar mechanisms, the Issuer does not believe such an investor would receive a PPM prior to being directed to the website and a webinar, and receiving the links to the offering circular. Additionally, any electronic mail communication sent by the Issuer’s personnel includes a link to Issuer’s website, where the offering circular may be accessed.

 Finally, each PPM for the Second, Third and Fourth 506(c) Offerings contains and has contained since the date of its initial publication, a link to both: (1) the Issuer’s website where the offering circular may be accessed; and (2) the Issuer’s filings on EDGAR including the offering circular. Resultingly, even if a PPM were delivered to a prospective investor without such investor otherwise being delivered the offering circular via the Issuer’s website or webinar, which the Issuer does not believe would occur with the controls it has in place, the offering circular links would be available through the PPM.

 Manager and Executive Officers and Significant Employees, page 47

   7.

   We note your response to prior comment 6. Please revise to disclose Adam Ferrari's involvement with Ferrari Energy and provide any related disclosures required under Item 10. Ensure that you have provided similarly comprehensive disclosure for your manager and other executive officers.

 Issuer’s Response:

 In response to the Staff’s comment, please see the Issuer’s revised disclosure on pages 47 through 48 of Amendment No. 4 with respect to Ferrari Energy and other disclosure contained in the biographical information set forth for Adam Ferrari and other executive officers and significant employees.

 Compensation of Directors and Executive Officers, page 49

   8.

   We note that your revisions reflect increased cash compensation paid to your executive officers in the fiscal year ended December 31, 2022. In this regard, we note that the compensation paid to the chief executive officer is significantly higher than previously disclosed. With a view to disclosure, please tell us the basis for these revisions.

 Issuer’s Response:

 The Issuer determined that its prior disclosure of the compensation of its three highest paid executive officers for the fiscal year ended December 31, 2022 was in error. The Issuer previously revised the disclosure to correct such error.

 Supplement Oil and Gas Schedules - Unaudited

 Oil and Natural Gas Reserve Information, page 57

   9.

   We have reviewed your expanded disclosure in response to prior comment 9 and reissue our comment in part, as the explanation relating to the revisions of previous estimates provided in footnote 1 identifies various individual factors, such as new well reserve additions on existing ownership, technical revisions due to changes in commodity prices, and well performance relative to type curves, but does not clearly correlate these factors to the specific annual period in which the change occurred. Please revise your discussion to separately identify and quantify each individual factor that contributed to the overall change in the net quantities of reserves for each of the annual periods presented, e.g. the specific factors contributing to revisions for the year ended December 31, 2021 and for the year ended December 31, 2022. If two or more unrelated factors are combined to arrive at the overall change during the period, your revised disclosure should separately identify and quantify each factor, including offsetting factors, so that the change in net reserve quantities is fully explained. Refer to the disclosure requirements in FASB ASC 932-235-50-5.

 Securities and Exchange Commission

 August 8, 2023

 Page 5

 Issuer’s Response:

 In response to the Staff’s comment, please see the Issuer’s revised disclosure on page 57 of Amendment No. 4.

 Standardized Measure of Discounted Future Net Cash Flows, page 58

   10.

   We have reviewed your expanded disclosure in response to prior comment 9 and reissue our comment in part, as your disclosure of the changes that occurred in the standardized measure of discounted cash flows appears to be limited to the changes that occurred between December 31, 2021 and the year ended December 31, 2022. Please expand your disclosure to additionally present the changes that occurred between December 31, 2020 and the year ended December 31, 2021. Also consider modifying your presentation format to provide the changes as a reconciliation in the dollar amounts from the beginning to the end of each period, e.g. beginning December 31, 2021 and ending December 31, 2022, and beginning December 31, 2020 and ending December 31, 2021. Refer to FASB ASC 932-235-50-35 and Item 302(b)(1) of Regulation S-K.

 Issuer’s Response:

 In response to the Staff’s comment, please see the revised table on page 58 of Amendment No. 4.

 Please feel free to contact me at (804) 823-4041 for any questions or comments related to this letter.

   Very truly yours,

   /s/ T. Rhys James

 T. Rhys James, Esq

     cc:

   Lindsey Wilson

   Curtis Allen

United States securities and exchange commission logo
July 19, 2023
Curtis Allen
Chief Financial Officer
Phoenix Capital Group Holdings, LLC
4643 South Ulster Street, Suite 1510
Denver, CO 80237
Re:Phoenix Capital Group Holdings, LLC
Post-Qualification Amendment No. 3 to Form 1-A
Filed June 27, 2023
File No. 024-11723
Dear Curtis Allen:
             We have reviewed your amendment and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Post-Qualification Amendment No. 3 to Form 1-A filed June 27, 2023
Maturity Date, page 6
1.We note that you have removed disclosure from this section stating that the extension of
the maturity date would constitute a new offering.  Please tell us whether you will file a
post-qualification amendment if there is a fundamental change to the terms of a security.
Use of Proceeds, page 18
2.We note in footnote 1 you state that the Broker-Dealer Fee assumes that "we sell the
Maximum Offering Amount comprised of $10,679,000."  You state in your response letter
that your updated Maximum Offering Amount is $14,131,000 in gross proceeds.  Please
revise to include the updated and accurate maximum offering amount throughout the
filing.

 FirstName LastNameCurtis Allen
 Comapany NamePhoenix Capital Group Holdings, LLC
 July 19, 2023 Page 2
 FirstName LastName
Curtis Allen
Phoenix Capital Group Holdings, LLC
July 19, 2023
Page 2
Broker-Dealer and Compensation We Will Pay for the Sale of the Bonds, page 22
3.We note your disclosure that Mr. Willer will be "re-allowed" a portion of the broker-
dealer fee.  Please revise to clarify the meaning of this term for investors and disclose the
portion of the fee to which Mr. Willer will be entitled.
Description of Bonds, page 39
4.In prior comment 5, we requested that you clearly state the amount of bonds and
unsecured notes offered and sold in each Regulation D offering.  We re-issue our
comment, in part.  In this regard, we note the second paragraph on page 5 of your
response letter where you state that the Issuer "began selling Bonds under the third 506(c)
offering on July 22, 2022 (the “Third 506(c) Offering”)" and also state that "as of June 22,
2023, the Issuer sold approximately $14,400,000 of unsecured notes in the Third 506(c)
Offering."  It is unclear whether you are using Bonds and unsecured notes
interchangeably, or if both types of securities were offered during the Third Offering (if
so, clarify the amount sold of each security).  Please revise to ensure that references to
unsecured notes, unsecured bonds, and Bonds are made consistently, including
capitalization, as applicable, and with specific meaning (rather than interchangeably) in
both the response letter and in the Offering Statement.
5.Please clarify your statement in the third paragraph on page 5 of the response letter
that the selling of unsecured bonds pursuant to the Fourth Offering "replaced" the Second
and Third Offering.  In this regard, it is unclear whether the securities offered in the
Fourth Offering were intended to be the same as or different than the two preceding
offerings.
6.Refer to the final paragraph of your supplemental response to prior comment 5.  Can you
affirmatively state that you ensure that the PPMs that include Reg. A information will be
accompanied or preceded by the offering circular?  For example, do you have controls in
place ensuring that the only access to the PPMs is via the website, or is it possible
investors could get them from another source?  Please confirm and advise.
Manager and Executive Officers and Significant Employees, page 47
7.We note your response to prior comment 6.  Please revise to disclose Adam Ferrari's
involvement with Ferrari Energy and provide any related disclosures required under Item
10.  Ensure that you have provided similarly comprehensive disclosure for your manager
and other executive officers.
Compensation of Directors and Executive Officers, page 49
8.We note that your revisions reflect increased cash compensation paid to your executive
officers in the fiscal year ended December 31, 2022.  In this regard, we note that the
compensation paid to the chief executive officer is significantly higher than previously
disclosed.  With a view to disclosure, please tell us the basis for these revisions.

 FirstName LastNameCurtis Allen
 Comapany NamePhoenix Capital Group Holdings, LLC
 July 19, 2023 Page 3
 FirstName LastNameCurtis Allen
Phoenix Capital Group Holdings, LLC
July 19, 2023
Page 3
Supplement Oil and Gas Schedules - Unaudited
Oil and Natural Gas Reserve Information, page 57
9.We have reviewed your expanded disclosure in response to prior comment 9 and reissue
our comment in part, as the explanation relating to the revisions of previous estimates
provided in footnote 1 identifies various individual factors, such as new well reserve
additions on existing ownership, technical revisions due to changes in commodity prices,
and well performance relative to type curves, but does not clearly correlate these factors to
the specific annual period in which the change occurred.

Please revise your discussion to separately identify and quantify each individual factor
that contributed to the overall change in the net quantities of reserves for each of the
annual periods presented, e.g. the specific factors contributing to revisions for the year
ended December 31, 2021 and for the year ended December 31, 2022.  If two or more
unrelated factors are combined to arrive at the overall change during the period, your
revised disclosure should separately identify and quantify each factor, including offsetting
factors, so that the change in net reserve quantities is fully explained.  Refer to the
disclosure requirements in FASB ASC 932-235-50-5.
Standardized Measure of Discounted Future Net Cash Flows, page 58
10.We have reviewed your expanded disclosure in response to prior comment 9 and reissue
our comment in part, as your disclosure of the changes that occurred in the standardized
measure of discounted cash flows appears to be limited to the changes that occurred
between December 31, 2021 and the year ended December 31, 2022.

Please expand your disclosure to additionally present the changes that occurred between
December 31, 2020 and the year ended December 31, 2021.  Also consider modifying
your presentation format to provide the changes as a reconciliation in the dollar amounts
from the beginning to the end of each period, e.g. beginning December 31, 2021 and
ending December 31, 2022, and beginning December 31, 2020 and ending December 31,
2021.  Refer to FASB ASC 932-235-50-35 and Item 302(b)(1) of Regulation S-K.

 FirstName LastNameCurtis Allen
 Comapany NamePhoenix Capital Group Holdings, LLC
 July 19, 2023 Page 4
 FirstName LastName
Curtis Allen
Phoenix Capital Group Holdings, LLC
July 19, 2023
Page 4
            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.
            You may contact Myra Moosariparambil, Staff Accountant, at (202) 551-3796 or
Kimberly Calder, Assistant Chief Accountant, at (202) 551-3701 if you have questions regarding
comments on the financial statements and related matters.  Please contact Claudia Rios, Staff
Attorney, at (202) 551-8770 or Daniel Morris, Legal Branch Chief, at (202) 551-3314 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Rhys James, Esq.

CORRESP
1
filename1.htm

pcgh_corresp.htm

     June 26, 2023

 VIA EDGAR AND FEDEX OVERNIGHT

 Claudia Rios

 Division of Corporation Finance

 Office of Energy & Transportation

 United States Securities and Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

   Re:

   Phoenix Capital Group Holdings, LLC

     Post-Qualification Amendment No. 2 to Form 1-A

     Filed May 26, 2023

     File No. 024-11723

 Dear Ms. Rios:

 This letter is submitted on behalf of Phoenix Capital Group Holdings, LLC, a Delaware limited liability company (the “Issuer”). We are submitting this following letter to the U.S. Securities and Exchange Commission (the “Commission”) in response to the comment letter dated June 22, 2023 (the “Comment Letter”) to the Issuer’s Post-Qualification Amendment to Offering Statement on Form 1-A filed on May 26, 2023 (“Amendment No. 2”) received from the staff of the Division of Corporation Finance (the “Staff”) of the Commission.  Page references contained herein refer to the Issuer’s Post-Qualification Amendment to Offering Statement on Form 1-A filed on June 26, 2023 (“Amendment No. 3”), concurrently with the filing of this letter.

 For ease of reference, each of the Staff’s comments contained in the Comment Letter is reprinted below in bold and is followed by the corresponding response of the Issuer.

 Cover Page

     1.

   You disclose that as of May 25, 2023, you have sold $74,945,000 of bonds, and that if you sell the entirety of the amount left to be sold under this offering circular, you will have sold an aggregate of $85,624,000 of bonds pursuant to this offering. We also note your statement in Part I of the Offering Statement that you have sold unsecured notes in the amount of $64,321,000.00 in accordance with Regulation A. With a view toward disclosure, please tell us the amount of bonds sold in the past 12-months and why you believe that the offer and sale of an additional $10,679,000 of bonds would not exceed the maximum amount allowable under Regulation A. As necessary, your response should address when the bonds were sold, in what amounts, and whether they were sold pursuant to Regulation A or Regulation D.

 Securities and Exchange Commission

 June 26, 2023

 Page 2

 Issuer’s Response:

 The Issuer’s Regulation A offering statement was qualified on December 23, 2021, and the Issuer commenced its offering of Bonds (the “Regulation A Offering”) on such date (the “Commencement Date”). As of May 25, 2023, when it filed its Amendment No. 2, the Issuer had sold $74,987,000 (please note, the Issuer adjusted its calculation to come to this corrected number) in gross proceeds of Bonds pursuant to its Regulation A Offering. Please note that the Issuer determined after filing of Amendment No. 2 that it had sold an additional $42,000 in gross proceeds prior to filing Amendment No. 2. The Issuer has not sold any Bonds since the date of filing of its Amendment No. 2, and has not offered or sold any securities under Regulation A other than the Bonds.

 From the Commencement Date until June 23, 2022, which date is over 12 months in the past, the Issuer sold $14,118,000 in gross proceeds of Bonds. Rule 251(a)(2) provides that with respect to an issuer of securities relying on the exemption provided by Tier 2 of Regulation A, the sum of the issuer’s aggregate offering price plus its aggregate sales made under Regulation A in the prior twelve months. The issuer has filed Amendment No. 3 to “add back” the securities sold prior to the date that is one (1) year ago. The issuer would not violate Rule 251(a)(2) in this scenario because no more than $75,000,000 of securities would be sold in a 12-month period. This Amendment No. 3 clarifies that the amount of Bonds offered to be sold pursuant to this Amendment is equal to the amount of Bonds that were sold over 12-months on or prior to June 22, 2022. Please see the issuer’s revised disclosure on the cover page of the offering circular in respect thereof. Therefore, the Issuer will not exceed the maximum amount allowable under Regulation A because the Issuer’s aggregate offering price of $14,131,000 set forth in Amendment No. 3 is solely an amount of Bonds that is equal to the amount of Bonds sold prior to June 22, 2022 plus the remainder of the initial offering amount, $13,000.

 Additionally, in the past twelve months, we have offered and sold $175,834,000 in gross proceeds of unsecured debt securities pursuant to the exemption from registration under Rule 506(c) of Regulation D. These securities have been sold in three different Rule 506(c) offerings, one of which remains ongoing. Our ongoing Rule 506(c) offering of $300,000,000 in unsecured bonds (the “Reg D Bonds”) commenced in December 2022, and, as of June 22,2023, we have $163,033,000 remaining of Reg D Bonds to be sold. As discussed below, the Issuer does not believe that any of its offers and sales under Regulation D should be integrated with the Issuer’s Regulation A Offering, and, therefore, the issuance of such securities should not affect the Issuer’s compliance with the $75,000,000 cap on Regulation A offers and sales in a twelve-month period.

 Based upon the foregoing, the Issuer believes that the offer and sale of an additional $14,131,000 Bonds in the Issuer’s Regulation A Offering would not exceed the maximum amount allowable under Regulation A.

 Offering Circular Summary, page 5

     2.

   We note your disclosure that you may extend this offering beyond December 23, 2024 for two additional one-year periods. Note that under Rule 251(d)(3)(i)(F), securities may be offered in an amount that at the time of qualification is reasonably expected to be offered and sold within two years, even though the offering statement may be used for up to three years if it meets the conditions of the rule. As it appears that your offering may extend beyond three years, please revise to comply with Rule 251(d)(3)(i)(F) of Regulation A.

 Securities and Exchange Commission

 June 26, 2023

 Page 3

 Issuer’s Response:

 The Offering Circular has been updated to expire on the earliest of: (i) the date we sell the Maximum Offering Amount; (ii) December 23, 2024; or (iii) such date upon which we determine to terminate the offering, in our sole discretion. The Issuer will not have the right to extend the offering beyond three years. Please see Issuer’s revised disclosure at page 5 and elsewhere in Amendment No. 3.

 Use of Proceeds, page 18

     3.

   Please provide all disclosure required by Item 6 of Part II of Form 1-A with respect to the use of proceeds. For example, please state the principal purposes for which the net proceeds are intended to be used and the approximate amount intended to be used for each such purpose. In that regard, we note your disclosure in the narrative regarding the use of proceeds for continued acquisitions of mineral rights and nonoperated working interests, as well as additional asset acquisitions. However, the amount intended to be used for each such purpose is not described in the Use of Proceeds table.

 Issuer’s Response:

 Please see the Issuer’s revised disclosure on page 18 of Amendment No. 3.

 Broker-Dealer and Compensation We Will Pay for the Sale of the Bonds, page 22

     4.

   We note disclosure in your post-qualification amendment filed on December 23, 2022 that you terminated your engagement with Dalmore Group, LLC as of July 22, 2022. Please describe the circumstances under which you decided to re-engage with Dalmore Group and describe material differences in the compensation payable under your new arrangement, if any.

 Issuer’s Response:

 The Issuer engaged the Dalmore Group as its broker-dealer when it launched its Regulation A Offering on December 23, 2021. The Issuer initially utilized the functionality of Dalmore Group’s investment platform when it launched its Regulation A offering in December 2021, then briefly separated from the Dalmore Group when the issuer launched its own document delivery, investor intake and processing platform in July of 2022. However, in early 2023 the Issuer determined that in order to grow its ability to market its securities, it would need to pay transaction-based compensation. Resultingly, the Issuer reengaged Dalmore Group in March of 2023 to utilize Dalmore’s robust broker-dealer services and support to enable the payment of sales compensation, and certain of the Issuer’s personnel, including Mr. Willer, our Managing Director, Capital Markets, have become FINRA licensed registered representatives of Dalmore. Upon Dalmore’s reengagement, we agreed to pay them a broker-dealer fee of 4.5%, a portion of which is reallowed to the registered representatives.  The current 4.5% maximum broker-dealer fee represents a 3.5% increase over the 1% broker-dealer fee from the initial offering, which results entirely from the inclusion of sales compensation to registered representatives of Dalmore. Please see Issuer’s revised disclosure on the cover page and page 22 of the Amendment No. 3.

 Securities and Exchange Commission

 June 26, 2023

 Page 4

 Description of Bonds, page 39

     5.

   Please revise your disclosure to state clearly the aggregate amount of the bonds and unsecured notes you have sold pursuant to Regulation D and expand your disclosure to delineate the amount of bonds and unsecured notes offered and sold in each Regulation D offering. In addition, please provide a legal analysis as to why you believe the offer and sale of these securities and the offer and sale of securities pursuant to this offering statement are not part of one integrated offering.

 Issuer’s Response:

 In response to the Staff’s comment, please see the Issuer’s revised disclosure on pages 6 and 32 of Amendment No. 3.

 Beginning in July 2020, the Issuer has made a total of six unregistered offerings, all of debt securities.  Four of such offerings have been undertaken in reliance on Rule 506(c) of Regulation D, one in reliance on Rule 506(b), and the offering made in reliance on Regulation A (the “Regulation A Offering”).  As further described below, the Issuer does not believe any of the Regulation D offerings and the Regulation A Offering should be integrated based upon Rule 152.   Other than with respect to the Issuer’s initial exempt offering made pursuant to Rule 506(b) as described below, the Issuer is relying upon the general principle of integration set forth in Rule 152(a)(2) in making the determination that the offerings should not be integrated.

 The Issuer commenced its initial unregistered offering in July of 2020 under Rule 506(b) of Regulation D.  The maximum offering amount was $4,000,000 and the Issuer offered unsecured notes with maturity dates ranging from one (1) year to four (4) years and interest rates ranging from 6.5% to 15%.  The Issuer terminated its Rule 506(b) offering in September of 2020 after having sold $2,958,695 in the unsecured notes. The 506(b) offering was made solely to accredited investors with substantive pre-existing relationships with the Issuer. The 506(b) offering was terminated more than 30 calendar days prior to the sale of securities pursuant to the Reg A Offering; therefore, pursuant to Rule 152(b)(1), the 506(b) offering and the Reg A Offering should not be treated as one integrated offering.

 The Issuer commenced its first 506(c) offering on October 22, 2020 (the “Initial 506(c) Offering”). The Issuer offered unsecured notes in maximum offering amount of $6,000,000 with maturity dates ranging from one (1) year to four (4) years and annual interest from 6.5% to 15%.  The Issuer terminated its Initial 506(c) Offering in December 2021 concurrent with the initial qualification of the Reg A Offering and prior to the commencement of sales under the Reg A Offering.  The Issuer sold securities in the Initial 506(c) Offering solely to accredited investors and took reasonable steps to verify such investors met the definition of accredited investor. The Issuer did not issue any offering materials for the Initial 506(c) Offering that contained any material terms of the Reg A Offering, and the Issuer did not make any solicitations of interest under Rule 255 of Regulation A prior to the qualification of the Issuer’s Offering Statement in December 2021.  Further, other than information the Issuer believes material to investors evaluating the Regulation A Offering, such as the amount of securities sold in the Initial 506(c) Offering, the maturity terms of the securities, and their interest rates, the Issuer has not included information regarding the Initial 506(c) Offering in any of its offering materials for the Regulation A Offering and does not believe the inclusion of such limited information should be considered inclusion of “information about the material terms of a concurrent offering under another exemption” under Rule 152(a)(2).  However, there are no restrictions on communications or required legends in a Rule 506(c) offering, so even if any of the Issuer’s offering materials for its Regulation A Offering are considered to include about the material terms of the Initial Rule 506(c) Offering, the Issuer would still be in compliance with the requirements of Rule 152(a)(2).

 Securities and Exchange Commission

 June 26, 2023

 Page 5

 The Issuer commenced its second 506(c) offering in early July of 2022, offering up to $150,000,000 of unsecured notes ranking pari passu with the Bonds and having an interest rate of 11% per annum and a five-year term (the “Second 506(c) Offering”). The Issuer sold $24,488,000 of unsecured notes in the Second 506(c) Offering prior to the termination of the Second 506(c) Offering in December 2022 concurrent with the launch of the Fourth 506(c) Offering (as defined below). The unsecured notes sold in the Second 506(c) Offering were sold solely to accredited investors for whom the Issuer took reasonable steps to verify their status as accredited investors.

 The Issuer began selling Bonds under the third 506(c) offering on July 22, 2022 (the “Third 506(c) Offering”). The maximum offering amount was $25,000,000 with a nine (9) month maturity and interest rates of 8% or 9%; as of June 22, 2023, the Issuer sold approximately $14,400,000 of unsecured notes in the Third 506(c) Offering prior to the termination of the Third 506(c) Offering in December 2022 concurrent with the launch of the Fourth 506(c) Offering (as defined below). The unsecured notes sold in the Third 506(c) Offering were sold solely to accredited investors for whom the Issuer took reasonable steps to verify their status as accredited investors.

 The Issuer began selling unsecured bonds under its fourth 506(c) offering on January 12, 2023 (the “Fourth 506(c) Offering”). The Fourth 506(c) Offering replaced both the Second 506(c) Offering and Third 506(c) Offering. The maximum offering amount of the Fourth 506(c) Offering is $300,000,000. The unsecured Bonds sold in the Fourth 506(c) Offering have nine (9) month to seven (7) year maturities and interest rates from 8% to 12%. As of June 22, 2023, the Issuer had sold approximately $127,400,000 of unsecured bonds under the Fourth 506(c) Offering. The unsecured bonds sold in the Fourth 506(c) Offering thus far were sold solely to accredited investors for whom the Issuer took reasonable steps to verify their status as accredited investors. The Issuer intends for all subsequent sales of unsecured bonds in the Fourth 506(c) Offering to comply with the requirements of Rule 506(c).

 The Second 506(c) Offering, Third 506(c) Offering and Fourth 506(c) Offering have each, during their pendency, been offered and advertised publicly concurrent with the Regulation A Offering. Resultingly, we have analyzed such offerings collectively for purposes of compliance with Rule 152(a)(2). First, as a preliminary matter, we do not view the Issuer has having made any solicitation of interest communications prior to the qualification of the offerin

United States securities and exchange commission logo
June 22, 2023
Curtis Allen
Chief Financial Officer
Phoenix Capital Group Holdings, LLC
4643 South Ulster Street, Suite 1510
Denver, CO 80237
Re:Phoenix Capital Group Holdings, LLC
Post-Qualification Amendment No. 2 to Form 1-A
Filed May 26, 2023
File No. 024-11723
Dear Curtis Allen:
            We have reviewed your amendment and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Post-Qualification Amendment to Form 1-A
Cover Page
1.You disclose that as of May 25, 2023, you have sold $74,945,000 of bonds, and that if you
sell the entirety of the amount left to be sold under this offering circular, you will have
sold an aggregate of $85,624,000 of bonds pursuant to this offering.  We also note
your statement in Part I of the Offering Statement that you have sold unsecured notes in
the amount of $64,321,000.00 in accordance with Regulation A. With a view toward
disclosure, please tell us the amount of bonds sold in the past 12-months and why you
believe that the offer and sale of an additional $10,679,000 of bonds would not exceed the
maximum amount allowable under Regulation A.  As necessary, your response should
address when the bonds were sold, in what amounts, and whether they were sold pursuant
to Regulation A or Regulation D.

 FirstName LastNameCurtis Allen
 Comapany NamePhoenix Capital Group Holdings, LLC
 June 22, 2023 Page 2
 FirstName LastNameCurtis Allen
Phoenix Capital Group Holdings, LLC
June 22, 2023
Page 2
Offering Circular Summary, page 5
2.We note your disclosure that you may extend this offering beyond December 23, 2024 for
two additional one-year periods.  Note that under Rule 251(d)(3)(i)(F), securities may be
offered in an amount that at the time of qualification is reasonably expected to be offered
and sold within two years, even though the offering statement may be used for up
to three years if it meets the conditions of the rule.  As it appears that your offering may
extend beyond three years, please revise to comply with Rule 251(d)(3)(i)(F) of
Regulation A.
Use of Proceeds, page 18
3.Please provide all disclosure required by Item 6 of Part II of Form 1-A with respect to the
use of proceeds.  For example, please state the principal purposes for which the net
proceeds are intended to be used and the approximate amount intended to be used for each
such purpose.  In that regard, we note your disclosure in the narrative regarding the use of
proceeds for continued acquisitions of mineral rights and nonoperated working interests,
as well as additional asset acquisitions.  However, the amount intended to be used for each
such purpose is not described in the Use of Proceeds table.
Broker-Dealer and Compensation We Will Pay for the Sale of the Bonds, page 22
4.We note disclosure in your post-qualification amendment filed on December 23, 2022 that
you terminated your engagement with Dalmore Group, LLC as of July 22, 2022.  Please
describe the circumstances under which you decided to re-engage with Dalmore Group
and describe material differences in the compensation payable under your new
arrangement, if any.
Description of Bonds, page 39
5.Please revise your disclosure to state clearly the aggregate amount of the bonds and
unsecured notes you have sold pursuant to Regulation D and expand your disclosure to
delineate the amount of bonds and unsecured notes offered and sold in each Regulation
D offering.  In addition, please provide a legal analysis as to why you believe the offer and
sale of these securities and the offer and sale of securities pursuant to this offering
statement are not part of one integrated offering.
Manager and Executive Officers, page 47
6.Please clarify whether your manager and executive officers have prior or current
involvement with other mineral and leasehold acquisition companies.  If so, please
disclose the company names and describe your manager and executive officers'
relationships with each company.  Please also include a risk factor discussing potential
conflicts of interest arising from current separate business endeavors, if any.

 FirstName LastNameCurtis Allen
 Comapany NamePhoenix Capital Group Holdings, LLC
 June 22, 2023 Page 3
 FirstName LastNameCurtis Allen
Phoenix Capital Group Holdings, LLC
June 22, 2023
Page 3
Compensation of Directors, page 49
7.Please revise to disclose the period for which the executive compensation disclosure is
presented.
Signatures, page 55
8.Please revise your signature page to conform to the requirements of Instruction 1 to the
Signatures section of Form 1-A.  In this regard, please include the signature block
required for the officer signing the offering statement on behalf of the issuer and
separately include the signature blocks for your principal executive officer, principal
financial officer, principal accounting officer, and a majority of board members in
accordance with Instruction 1.
Index to Financial Statements
Notes to the Consolidated Financial Statements
Note 3. Oil and gas properties, page F-13
9.Please revise your disclosure to include the information, as applicable, in FASB ASC 932-
235-50-3 through 50-36 for the fiscal years ended December 30, 2021 and 2022, to
comply with Item 302(b) of Regulation S-K, applicable via Part 1 Item 11(h) of Form S-1
and Parts II(a)(1)(ii) and F/S(c)(1) of Form 1-A.  For additional guidance, refer to the
examples of the presentation formats that may be used to disclose the required information
shown in FASB ASC 932-235-55-1.

 FirstName LastNameCurtis Allen
 Comapany NamePhoenix Capital Group Holdings, LLC
 June 22, 2023 Page 4
 FirstName LastName
Curtis Allen
Phoenix Capital Group Holdings, LLC
June 22, 2023
Page 4
            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.
            You may contact Myra Moosariparambil, Staff Accountant, at (202) 551-3796 or
Kimberly Calder, Assistant Chief Accountant, at (202) 551-3701 if you have questions regarding
comments on the financial statements and related matters.  Please contact Claudia Rios, Staff
Attorney, at (202) 551-8770 or Daniel Morris, Legal Branch Chief, at (202) 551-3314 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Rhys James

CORRESP
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phoenix_pqaletter

Phoenix Capital Group Holdings, LLC

4643 Ulster Street, Suite 1510

Denver, Colorado 80237

January 3, 2023

VIA EDGAR

Anuja A. Majmudar

Division of Corporation Finance

Office of Energy & Transportation

United States Securities and Exchange Commission

Mail Stop 3233

100 F Street, N.E.,

Washington, DC 20549

Re:

Phoenix Capital Group Holdings, LLC

Offering Statement on Form 1-A POS

Filed December 23, 2023

File No. 024-11723

Dear Ms. Majmudar:

On
behalf of the Company, I respectfully request that the
qualification date of the offering statement be accelerated and
that the offering statement be declared qualified on January 5,
2023 at 4:00 p.m. ET, or as soon thereafter as is reasonably
practicable.

In making this request, the Company acknowledges the
following:

●

should
the Securities and Exchange Commission (the
“Commission”) or the staff, acting pursuant to
delegated authority, declare the filing qualified, it does not
foreclose the Commission from taking any action with respect to the
filing;

●

the
action of the Commission or the staff, acting pursuant to delegated
authority, to declare the filing qualified does not relieve the
Company from its full responsibility for the adequacy and accuracy
of disclosure in the filing; and

●

the
Company may not assert staff comments and/or qualification as a
defense in any proceeding initiated by the Commission or any person
under the federal securities law of the United States.

Very truly yours,

/s/ Lindsey Wilson

Lindsey Wilson

United States securities and exchange commission logo
December 29, 2022
Lindsey Wilson
Manager & Chief Operating Officer
Phoenix Capital Group Holdings, LLC
4643 South Ulster Street, Suite 1510
Denver, CO 80237
Re:Phoenix Capital Group Holdings, LLC
Offering Statement on Form 1-A
Post-qualification Amendment No. 1
Filed December 23, 2022
File No. 024-11723
Dear Lindsey Wilson :
            This is to advise you that we do not intend to review your amendment.
            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.
            Please contact Anuja A. Majmudar, Attorney-Adviser, at (202) 551-3844 with any
questions.

Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
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pcg_corres

Phoenix Capital Group Holdings, LLC

5601 Broadway

Suite 240

Littleton, CO 80121

December 20, 2021

VIA EDGAR

Irne
Barberena-Meissner

Office
of Energy & Transportation

Division of
Corporation Finance

United
States Securities and Exchange Commission

Mail
Stop 3233

100 F
Street, N.E.,

Washington,
DC 20549

Re:

Phoenix
Capital Group Holdings, LLC

Offering
Statement on Form 1-A

Filed
November 19, 2021

File
No. 024-11723

Dear
Ms. Barberena-Meissner:

On behalf of the Company, I respectfully request that the
qualification date of the offering statement be accelerated and
that the offering statement be declared qualified on December 23,
2021 at 12:00 p.m. ET, or as soon thereafter as is reasonably
practicable.

In making this request, the Company acknowledges the
following:

●

should
the Securities and Exchange Commission (the
“Commission”) or the staff, acting pursuant to
delegated authority, declare the filing qualified, it does not
foreclose the Commission from taking any action with respect to the
filing;

●

the
action of the Commission or the staff, acting pursuant to delegated
authority, to declare the filing qualified does not relieve the
Company from its full responsibility for the adequacy and accuracy
of disclosure in the filing; and

●

the
Company may not assert staff comments and/or qualification as a
defense in any proceeding initiated by the Commission or any person
under the federal securities law of the United States.

Very
truly yours,

/s/
LindseyWilson

Lindsey
Wilson

CORRESP
1
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pcg_corresp

December 8, 2021

VIA
EDGAR

John
Hodgin

Division
of Corporation Finance

Office
of Energy and Transportation

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

Re:

Phoenix Capital Group Holdings, LLC

Offering Statement on Form 1-A

Filed November 19, 2021

File No. 024-11723

Dear Mr. Hodgin:

This letter is submitted on behalf of Phoenix
Capital Group Holdings, LLC, a Delaware limited liability company
(the “Issuer”),
in response to comments received from the staff of the Division of
Corporation Finance (the “Staff”)
of the United States Securities and Exchange Commission (the
“Commission”)
in a letter (the “Comment
Letter”) dated December
2, 2021 with respect to the Issuer’s Offering Statement on
Form 1-A (File No. 024-11723), filed with the Commission on
November 19, 2021 (the “Offering
Statement”). This letter
is being submitted contemporaneously with the filing of the first
amendment of the Offering Statement (the “First
Amendment”) containing
changes made in response to the Staff’s comments and for the
purpose of updating and revising certain information in the
Offering Statement. Certain capitalized terms set forth in this
letter are used as defined in the First
Amendment.

For
ease of reference, the Staff’s comments contained in the
Comment Letter are reprinted below in bold, numbered to correspond
with the paragraph number assigned in the Comment Letter, and is
followed by the corresponding response of the Issuer.

1.

Expand
the disclosure of your gross productive wells here and on page 29
to additionally provide the total number of net wells in which you
have an interest as of December 31, 2020. Given the nature of your
ownership interests, a net well should reflect the actual net
revenue interest in wells with a mineral or royalty interest and
the working interest in wells with a non-operating working
interest. Refer to Item 1208(a) of Regulation S-K.

This
comment also applies to the disclosure under the section
“Drilling Results” on page 29. Refer to Item 1205 of
Regulation S-K.

Issuer’s Response: In
response to the Staff’s comment, please see the revised
disclosure in the First Amendment on pages 26 and 29, which
includes additional disclosure related to the Issuer’s net
wells.

2.

Expand
the disclosure of your production, by final product sold, to
additionally provide the information for each field that contains
15% of more of your total proved reserves. Refer to Item 1204(a) of
Regulation S-K and the definition of a field in Rule 4-10(a)(15) of
Regulation S-X.

Issuer’s Response: In
response to the Staff’s comment, please see the additional
disclosure in the First Amendment on pages 27-28, which includes
the addition of two tables with the requested information on each
field that contains 15% of more of the Issuer’s total proved
reserves.

RHYS JAMES | Partner

rjames@kv-legal.com | p
804.823.4041 |
f 804.823.4099

1401 East Cary Street  | Richmond, VA 23219
| 804.823.4000 |
kv-legal.com

John
Hodgin

U.S.
Securities and Exchange Commission

December
8, 2021

Page 2 of 2

3.

Expand
the disclosure of your drilling results to also discuss your
present activities, such as the number of gross and net wells in
the process of being drilled, completed, or waiting on completion
and any other related activities of material importance at fiscal
year-end. Refer to Item 1206 of Regulation S-K.

Issuer’s Response: In
response to the Staff’s comment, please see the revised
disclosure in the First Amendment on page 29, which includes
additional information related to the Issuer’s present
activities.

4.

Expand
your disclosure of developed and undeveloped acreage to
additionally provide the acreage figures relating to your
non-operated working interests or tell us why a revision is not
needed. Refer to Item 1208 of Regulation S-K.

Issuer’s Response: In
response to the Staff’s comment, please see the revised
footnote (1) to the table on page 29 of the First Amendment, which
clarifies the figures in the table include the Issuer’s
non-operated working interests.

5.

Expand
the disclosure of your acreage to provide the expiration dates of
material amounts of your undeveloped acreage. Refer Item 1208(b) of
Regulation S-K.

Issuer’s Response: In
response to the Staff’s comment, please see the revised
disclosure in the First Amendment on page 29, which provides
additional information related to the expiration dates of leases
for material amounts of the Issuer’s undeveloped
acreage.

6.

The
discussion of the changes that occurred in total proved reserves
for the year ended December 31, 2020 indicates the line item entry
representing revisions in the previous estimates of reserves is the
result of a combination of several separate and unrelated factors,
e.g. technical revisions due to changes in commodity prices,
historical and projected performance, and other
factors.

Expand
your disclosure to reconcile the overall change in the line item by
separately identifying and quantifying the net amount attributable
to each factor so that the change in net reserves between periods
is fully explained. Refer to FASB ASC 932-235-50-5.

Issuer’s Response: In
response to the Staff’s comment, please see the revised
footnote (1) to the Oil and Natural Gas Reserve Information table
on page F-40 of the First Amendment, which clarifies that the
revisions in the previous estimates were only related to changes in
commodity prices and not as a result of any other factors. The
Issuer also revised footnote (2) to the same table to add
quantitative data to further explain the change in net proved
reserves over the indicated periods.

7.

Please
refer to FASB ASC 932-235-50-35 and expand your disclosure to
provide a reconciliation of the changes that occurred in the
standardized measure of discounted future net cash flows for each
of the periods presented. Refer to Example 6, FASB 932- 235-55-7,
for an illustration of these requirements.

Issuer’s Response: In
response to the Staff’s comment, please see the table added
to page F-41 of the First Amendment, which provides a
reconciliation of the changes that occurred in the standardized
measure of discounted future net cash flows for each of the periods
presented.

Very
truly yours,

/s/ Thomas Rhys James

Thomas
Rhys James

cc:

Lindsey
Wilson (via electronic mail)

Robert
R. Kaplan, Jr., Esq.

Michael
Beville, Esq. (via electronic mail)

United States securities and exchange commission logo
December 2, 2021
Lindsey Wilson
Manager and Chief Operating Officer
Phoenix Capital Group Holdings, LLC
5601 S Broadway
Suite 240
Littleton, CO 80121
Re:Phoenix Capital Group Holdings, LLC
Offering Statement on Form 1-A
Filed November 19, 2021
File No. 024-11723
Dear Ms. Wilson:
            We have reviewed your offering statement and have the following comments.  In some of
our comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Form 1-A Filed November 19, 2021
General Information as to Our Company
Wells, page 26
1.Expand the disclosure of your gross productive wells here and on page 29 to additionally
provide the total number of net wells in which you have an interest as of December 31,
2020. Given the nature of your ownership interests, a net well should reflect the actual net
revenue interest in wells with a mineral or royalty interest and the working interest in
wells with a non-operating working interest. Refer to Item 1208(a) of Regulation S-K.

This comment also applies to the disclosure under the section “Drilling Results” on page
29. Refer to Item 1205 of Regulation S-K.

 FirstName LastNameLindsey Wilson
 Comapany NamePhoenix Capital Group Holdings, LLC
 December 2, 2021 Page 2
 FirstName LastNameLindsey Wilson
Phoenix Capital Group Holdings, LLC
December 2, 2021
Page 2
Oil and Natural Gas Production Prices and Production Costs
Production and Price History, page 28
2.Expand the disclosure of your production, by final product sold, to additionally provide
the information for each field that contains 15% of more of your total proved reserves.
Refer to Item 1204(a) of Regulation S-K and the definition of a field in Rule 4-10(a)(15)
of Regulation S-X.
Drilling Results, page 29
3.Expand the disclosure of your drilling results to also discuss your present activities, such
as the number of gross and net wells in the process of being drilled, completed, or waiting
on completion and any other related activities of material importance at fiscal year-end.
Refer to Item 1206 of Regulation S-K.
Acreage, page 29
4.Expand your disclosure of developed and undeveloped acreage to additionally provide the
acreage figures relating to your non-operated working interests or tell us why a revision is
not needed. Refer to Item 1208 of Regulation S-K.
5.Expand the disclosure of your acreage to provide the expiration dates of material amounts
of your undeveloped acreage. Refer Item 1208(b) of Regulation S-K.
Notes to the Financial Statements
Supplemental Schedules
Supplemental Oil and Gas Disclosures-Unaudited
Oil and Natural Gas Reserve Information, page F-40
6.The discussion of the changes that occurred in total proved reserves for the year ended
December 31, 2020 indicates the line item entry representing revisions in the previous
estimates of reserves is the result of a combination of several separate and unrelated
factors, e.g. technical revisions due to changes in commodity prices, historical and
projected performance, and other factors.

Expand your disclosure to reconcile the overall change in the line item by separately
identifying and quantifying the net amount attributable to each factor so that the change in
net reserves between periods is fully explained. Refer to FASB ASC 932-235-50-5.
Standardized Measure of Discounted Future Net Cash Flows, page F-41
7.Please refer to FASB ASC 932-235-50-35 and expand your disclosure to provide a
reconciliation of the changes that occurred in the standardized measure of discounted
future net cash flows for each of the periods presented. Refer to Example 6, FASB 932-
235-55-7, for an illustration of these requirements.

 FirstName LastNameLindsey Wilson
 Comapany NamePhoenix Capital Group Holdings, LLC
 December 2, 2021 Page 3
 FirstName LastName
Lindsey Wilson
Phoenix Capital Group Holdings, LLC
December 2, 2021
Page 3
            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.
            You may contact John Hodgin, Petroleum Engineer at 202-551-3699 if you have
questions regarding engineering comments.  Please contact Irne Barberena-Meissner, Staff
Attorney at 202-551-6548 or Loan Lauren Nguyen, Legal Branch Chief at 202-551-3642 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Rhys James, Esq.

CORRESP
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pcg_corres

 November 19, 2021

VIA EDGAR

John
Hodgin

Division
of Corporation Finance

Office
of Energy and Transportation

United
States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re:

Phoenix Capital Group Holdings, LLC

Draft Offering Statement on Form 1-A

Filed September 16, 2021

CIK: 0001818643

Dear Mr. Hodgin:

This letter is submitted on behalf of Phoenix
Capital Group Holdings, LLC, a Delaware limited liability company
(the “Issuer”),
in response to comments received from the staff of the Division of
Corporation Finance (the “Staff”)
of the United States Securities and Exchange Commission (the
“Commission”)
in a letter (the “Comment
Letter”) dated October 6,
2021 with respect to the Issuer’s Draft Offering Statement on
Form 1-A (CIK No. 0001818643), filed with the Commission on
September 16, 2021 (the “Draft Offering
Statement”). This letter
is being submitted contemporaneously with the filing of the first
amendment of the Offering Statement (the “First
Amendment”) containing
changes made in response to the Staff’s comments and for the
purpose of updating and revising certain information in the Draft
Offering Statement. Certain capitalized terms set forth in this
letter are used as defined in the First
Amendment.

For
ease of reference, the Staff’s comments contained in the
Comment Letter are reprinted below in bold, numbered to correspond
with the paragraph number assigned in the Comment Letter, and is
followed by the corresponding response of the Issuer.

General Information as to Our Company, page 25

1.

Revise
your document to include the disclosures required by Subpart
229.1200 of Regulation S-K.  See Part II Item7(c) of Form
1-A. Please note that the definitions in Rule 4-10(a) of
Regulation S-X shall apply for purposes of Subpart
229.1200.

Issuer’s Response: In
response to the Staff’s comment, please see the revised
disclosure in the First Amendment on pages 26-29, which includes
disclosures required by Subpart 229.1200 of Regulation S-K. Please
note the Issuer did not include disclosure related to any drilling
activities because the Issuer does not engage in such
activities.

Notes to Financial Statements for the Year Ended December 31, 2020
and 2019, page F-27

2.

Revise
your document to include the disclosures required by FASB ASC
Section 932-235-50. See Part F/S(b)(6) of Form
1-A.

Issuer’s Response: In
response to the Staff’s comment, please see the revised
disclosure in the First Amendment on pages F-40 and F-41, which
includes disclosures required by FASB ASC Section
932-235-50.

Note 3 Oil and Gas Properties – Mineral Rights, Overriding
Royalty Interest, and Non-Participating Interests, page
F-31

3.

Revise
your disclosure to clarify if the figures for the unique mineral
rights holdings and the related net mineral acres held in 2019 and
2020 are net of the amounts you indicate were divested during the
same periods.

Issuer’s Response: In
response to the Staff’s comment, please see the revised
disclosure in the First Amendment on page F-31, which clarifies
those figures are net of the divestitures.

4.

Reconcile
for us the figures presented on page F-31 and disclosure on page 22
indicating you have roughly 175 mineral assets as of the time of
the offering circular.

Issuer’s Response: In
response to the Staff’s comment, please see the revised
disclosure in the First Amendment on page 22, which reconciles the
amount of mineral assets.

Non-Operated Working Interests (Leases and Unleased Minerals), page
F-32

5.

Expand
your disclosure to further describe the non-operated working
interests you held as of December 31, 2020 and 2019. For example,
we note disclosure on page F-12 of the 10.4% non-operated working
interest in Adams County, Colorado operated by Great Western Oil
and Gas and the description provided on your website of a
non-operated working interest operated by Kraken Operating,
LLC.

Issuer’s Response: In
response to the Staff’s comment, please see the revised
disclosure in the First Amendment on page F-32, which further
describes the non-operated working interests that the Company held
as of December 31, 2020 and 2019.

General

6.

We
note your disclosure on page 2 of your offering circular that
you have the right to extend your offering beyond the
third anniversary of the date of qualification for an additional
year. As it appears that your offering may extend beyond
three years, please revise to comply with Rule 251(d)(3)(i)(F) of
Regulation A.

Issuer’s Response: In
response to the Staff’s comment, please see the revised
disclosure in the First Amendment on page 18 under “The
Offering” and elsewhere, which clarifies the Company’s
intentions related to any extension of the
offering.

Very
truly yours,

/s/ Thomas Rhys James

Thomas
Rhys James

cc:
Lindsey
Wilson (via electronic mail)

Robert
R. Kaplan, Jr., Esq.

Michael
Beville, Esq. (via electronic mail)

RHYS JAMES | Partner

rjames@kv-legal.com | p
804.823.4041 |
f 804.823.4099

United States securities and exchange commission logo
October 6, 2021
Lindsey Wilson
Manager and Chief Operating Officer
Phoenix Capital Group Holdings, LLC
5601 S Broadway
Suite 240
Littleton, CO 80121
Re:Phoenix Capital Group Holdings, LLC
Draft Offering Statement on Form 1-A
Submitted September 16, 2021
CIK 0001818643
Dear Ms. Wilson:
            We have reviewed your draft offering statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft offering statement or publicly filing your offering statement on
EDGAR.  Please refer to Rule 252(d) regarding the public filing requirements for non-public
submissions, amendments and correspondence.  If you do not believe our comments apply to
your facts and circumstances or do not believe an amendment is appropriate, please tell us why
in your response.  After reviewing your amended draft offering statement or filed offering
statement and the information you provide in response to these comments, we may have
additional comments.
Draft Offering Statement on Form 1-A Submitted September 16, 2021
General Information as to Our Company, page 25
1.Revise your document to include the disclosures required by Subpart 229.1200 of
Regulation S-K.  See Part II Item7(c) of Form 1-A.  Please note that the definitions in
Rule 4-10(a) of Regulation S-X shall apply for purposes of Subpart 229.1200.
Notes to Financial Statements for the Year Ended December 31, 2020 and 2019, page F-27
2.Revise your document to include the disclosures required by FASB ASC Section 932-
235-50.  See Part F/S(b)(6) of Form 1-A.

 FirstName LastNameLindsey Wilson
 Comapany NamePhoenix Capital Group Holdings, LLC
 October 6, 2021 Page 2
 FirstName LastName
Lindsey Wilson
Phoenix Capital Group Holdings, LLC
October 6, 2021
Page 2
Note 3 Oil and Gas Properties
Mineral Rights, Overriding Royalty Interest, and Non-Participating Interests, page F-31
3.Revise your disclosure to clarify if the figures for the unique mineral rights holdings and
the related net mineral acres held in 2019 and 2020 are net of the amounts you indicate
were divested during the same periods.
4.Reconcile for us the figures presented on page F-31 and disclosure on page 22 indicating
you have roughly 175 mineral assets as of the time of the offering circular.
Non-Operated Working Interests (Leases and Unleased Minerals), page F-32
5.Expand your disclosure to further describe the non-operated working interests you held as
of December 31, 2020 and 2019.  For example, we note disclosure on page F-12 of the
10.4% non-operated working interest in Adams County, Colorado operated by Great
Western Oil and Gas and the description provided on your website of a non-operated
working interest operated by Kraken Operating, LLC.
General
6.We note your disclosure on page 2 of your offering circular that you have the right to
extend your offering beyond the third anniversary of the date of qualification for an
additional year.  As it appears that your offering may extend beyond three years, please
revise to comply with Rule 251(d)(3)(i)(F) of Regulation A.
            You may contact John Hodgin, Petroleum Engineer, at 202-551-3699 if you have
questions regarding engineering comments.  Please contact Irene Barberena-Meissner, Staff
Attorney, at 202-551-6548 or Loan Lauren Nguyen, Legal Branch Chief, at 202-551-3642 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Rhys James, Esq.