Phoenix Energy’s 10% Series A Cumulative Redeemable Preferred Shares offering is open to all investors³ for a limited time.⁴
Review the Offering Circular before investing.
$1000 Minimum Investment
Phoenix Energy’s 10% Series A Cumulative Redeemable Preferred Shares offering is open to all investors³ for a limited time.⁴
Review the Offering Circular before investing.
$1000 Minimum Investment
Purchase at $20 per share and receive fixed distributions based on a $25 liquidation preference.
Investors can receive distributions, paid in cash, every quarter.⁵
Retirement accounts accepted directly into IRA-qualified brokerage account post-closing.
Shares are expected to be listed on NYSE American under the symbol PHXE.P.¹
Shares may be redeemed at the option of the company at $27.50 per share.⁶
UNDERSTANDING YOUR INVESTMENT
Distribution Rate: Fixed 10% per annum on $25 liquidation preference, equating to a 12.5% effective annual yield based on the offering price.²
Distribution Schedule: Investors can receive distributions, paid in cash, every quarter.³
Redemption: Optional redemption by the issuer at $27.50 per share, plus accrued and unpaid distributions.
Conversion: Non-convertible.
Voting Rights: Non-voting, except as required by law or specified provisions.
SELF-DIRECTED IRAS
Phoenix Energy makes it easy to invest in our Preferred Shares using your retirement funds.
We’ve partnered with leading custodians — Advanta IRA and My IPO¹ — to offer seamless access for U.S. investors using Traditional IRA, Roth IRA, SEP, or other retirement account types.
Once you choose your preferred retirement platform and complete the account setup, your shares will be automatically transferred into your retirement brokerage account after each Offering closing. Due to regulatory requirements for brokerage accounts, the subscription and funding process will include a few extra steps. We’ll guide you through each step, so it’s smooth and straightforward.
Learn about our 10% Series A Cumulative Redeemable Preferred Shares Offering and the oil and gas industry through an engaging 1-hour presentation.
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Learn about our Preferred Equity Offering and the oil and gas industry through an engaging 1-hour presentation.
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PHOENIX ENERGY OVERVIEW
At Phoenix Energy, our portfolio showcases our experience, resilience, and commitment to long-term value. With substantial reserves and strong revenue streams, we’re continually aiming to expand our reach, strengthen partnerships, and drive impactful results in the Williston Basin.
Our Portfolio
At Phoenix Energy, our portfolio showcases innovation, resilience, and a commitment to long-term value. With substantial reserves and strong revenue streams, we’re continually expanding our reach, strengthening partnerships, and delivering impactful results.
Our extensive mineral and leasehold acreage supports consistent returns, fueled by a robust network of producing wellbores and steady daily production.
Through collaborations with a wide range of operators, our diversified alliances create opportunities and enhance stability for our stakeholders.
In recent years, we’ve made significant progress in reserves, revenue, and production, showcasing our commitment to operational excellence and strategic expansion.
Note: Metrics referencing active wellbores, production volumes, states, and estimated operators provided as of June 30, 2025.
No Data Found
Gross average barrels of oil per day as of 8/15/25 (by week). Oil production is only from wells owned and operated by Phoenix Operating, a wholly-owned subsidiary of Phoenix Energy. Phoenix’s portfolio of royalty assets and non-operated working interests are not included in this chart.
Chief Executive Officer
GET THE ANSWERS YOU NEED
Phoenix Energy One, LLC is an energy company operating in the oil and gas industry with principal executive offices in Irvine, California.
Phoenix Energy One, LLC does business as Phoenix Energy.
Phoenix Energy operates in the oil and gas industry and executes on a three-pronged strategy involving (i) direct drilling operations, (ii) the acquisition of royalty assets, and (iii) the acquisition of non-operated working interest assets.
Phoenix Energy’s direct drilling operations are currently primarily focused on development efforts in the Williston Basin in North Dakota and Montana and the Powder River and Denver Julesburg Basins in Wyoming.
Phoenix Energy’s royalty and working interest acquisitions center around a variety of assets, including mineral interests, leasehold interests, overriding royalty interests and perpetual royalty interests. These efforts have historically targeted assets in the Williston, Permian, Powder River, Uintah, and DJ Basins.
Phoenix Energy is agnostic as to geography and prioritizes operational and asset potential when executing on its strategy.
Phoenix Energy is selling up to 3,750,000 10% Series A Cumulative Redeemable Preferred Shares in a public offering at a purchase price of $20 per Preferred Share pursuant to an Offering Statement that has been qualified by the Securities and Exchange Commission under Tier II of Regulation A of the Securities Act of 1933, as amended.
Before investing, you should read the final Offering Circular that forms a part of the Offering Statement, including the risk factors described therein, together with any amendments or supplements thereto, which may be obtained for free at https://phxenergy.co/preferred-offering-circular.
For more information about Phoenix Energy please visit www.phoenixenergy.com and review all our reports, quarterly reports, current reports and other SEC filings at SEC.gov | EDGAR Full Text Search.
Phoenix Energy is currently a member-managed limited liability company and does not currently have a board of directors but as part of this Preferred Share Public Offering, Phoenix Energy is changing to a manager-managed limited liability company and its business and affairs will be managed under the direction of a newly formed board of directors consisting of 5 members.
The nominees for the board of directors are:
The biographies of each of the members of the board of directors can be found in the final Offering Circular. Please See, Management in the Offering Circular.
The management team of Phoenix Energy will continue to be the same as before the closing of the Public Offering. Our executive leadership team is outlined in the final Offering Circular. Please See, Management in the Offering Circular. The Offering Circular is available for free at https://phxenergy.co/preferred-offering-circular.
Phoenix Energy’s executive leadership team is:
Please refer to the following pages of our website to meet our Management Team. https://phoenixenergy.com/team
Phoenix Energy is selling up to 3,750,000 10% Series A Cumulative Redeemable Preferred Shares.
The public offering price is $20.00 per Preferred Share. Each Preferred Share will have a liquidation preference of $25 per Preferred Share (payable in the event of a liquidation of Phoenix Energy as more fully described in the Share Designation attached to the Offering Circular) and will be redeemable at the sole option of Phoenix Energy at $27.50 per Preferred Share. Please See, Description of Capital and Preferred Shares in the final Offering Circular for more details regarding the Preferred Shares. No holder of Preferred Shares shall have the right to cause Phoenix Energy to redeem all or any portion of the Preferred Shares. Each Preferred Share has no stated maturity, is not subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless redeemed by Phoenix Energy.
There is a minimum investment amount by an investor of $1000.00 or fifty (50) Preferred Shares.
Purchasing the Preferred Shares in the public offering is also subject to an investor meeting the suitability requirements set form in the final Offering Circular. In addition, Phoenix Energy has the right to accept or reject subscriptions to purchase Preferred Shares as more fully described in the final Offering Circular and the subscription agreement.
You can purchase Preferred Shares in the public offering by visiting www.phoenixenergy.com/ipo and hit the “Invest” button. We retain sole discretion to accept or reject your subscription. If your subscription is not rejected, they will be held in escrow until the termination or the closing in the offering as described in the final Offering Circular
Each investor should read the final Offering Circular and other materials filed by Phoenix Energy on Edgar on the SEC’s website at www.sec.gov.
A copy of the final Offering Circular is available for free at https://phxenergy.co/preferred-offering-circular.
The public offering price is set at $20.00 per Preferred Share.
There is a minimum investment amount per investor of $1000.00 or fifty (50) Preferred Shares.
After meeting the minimum investment amount, additional amounts may be invested in $20 increments, representing the purchase price of $20.00 per Preferred Share.
Purchasing the Preferred Shares in the public offering is also subject to an investor meeting the suitability requirements set form in the final Offering Circular. In addition, Phoenix Energy has the right to accept or reject subscriptions to purchase Preferred Shares as more fully described in the final Offering Circular.
Yes, if we close the Public Offering, the Preferred Shares will be tradeable on the NYSE American under the symbol “PHXE.P”
If the Preferred Shares are not approved for listing on NYSE American, Phoenix Energy will not complete this Public Offering. In which case, any amounts paid by investors to purchase the Preferred Shares will be refunded to you without offset or interest.
Please See, Procedures for Subscribing in the Offering Circular which is available for free at https://phxenergy.co/preferred-offering-circular
Yes, each Preferred Share carries initially a 10% cash distribution paid quarterly against the liquidation preference of $25.00. This equates to $2.50 per Share per year, payable in cash quarterly which is effectively a 12.5% return based on the initial offering price of $20 per Share.
It is anticipated that when authorized and declared by Phoenix’s board of directors, the quarterly distribution will be paid on the 15th day of each January, April, July and October.
The pro-rata first distribution is anticipated to be payable on October 15, 2025 if and when declared by the board of directors and will be paid to holders of record of the Preferred Shares at the close of business on October 1, 2025 (the anticipated record holder date). The initial distribution will begin to accrue from the closing of the Public Offering.
The per Share distribution rate will be increased over time as follows:
(a) Year 1-3: 10% (up to but excluding October 15, 2028)
(b) Year 4: 10.5% (from and including October 15, 2028 to, but excluding, October 15, 2029)
(c) Year 5 and each year thereafter: 11% (from and including October 15, 2029)
Please See, Distribution Policy in the final Offering Circular for more details regarding the dividends payable on the Preferred Shares. The Offering Circular is available for free at https://phxenergy.co/preferred-offering-circular
Yes, the per Share distribution rate will be increased over time as follows:
(a) Year 1-3: 10% (up to but excluding October 15, 2028)
(b) Year 4: 10.5% (from and including October 15, 2028 to, but excluding, October 15, 2029)
(c) Year 5 and each year thereafter: 11% (from and including October 15, 2029)
The Preferred Shares will not participate in any distributions declared on the Common Shares, provided no such distribution may be declared on the Common Shares unless all distributions accrued on the Preferred Shares have been declared and paid prior to such distribution on the Common Shares.
Please See, Distribution Policy in the final Offering Circular for more details regarding the distributions payable on the Preferred Shares. The Offering Circular is available for free at https://phxenergy.co/preferred-offering-circular
Up to a maximum of $75,000,000, which amount is reduced by selling agent commissions and other expenses as more fully described in the final Offering Circular.
The maximum amount to be raised is based on up to a maximum of 3,750,000 Preferred Shares being sold and issued at $20 per Preferred Share (the public offering price per Preferred Share).
There is no guarantee as to the amount that Phoenix Energy will raise or the number of Preferred Shares that will be sold in the Public Offering. Phoenix Energy has the right to close the Public Offering if and when the Preferred Shares are approved for listing on the NYSE American.
Please See, Use of Proceeds in the final Offering Circular for more details which is available for free at www.phoenixenergy.com/ipo.
We may accept or reject subscriptions at any time prior to the closing of the Public Offering. We will return all monies from rejected subscriptions to the applicable investor.
We will notify you within 5 business days following receipt of your subscription agreement as to whether your subscription has been accepted or rejected by the Company.
See the Form of Subscription Agreement attached as Exhibit 4.1 to the final Offering Circular and the Plan of Distribution in the final Offering Circular for more details about the Company’s ability the closing of the Public Offering and the Company’ ability to accept or reject subscriptions. in the final Offering Circular for more details, which is available for free at https://phxenergy.co/preferred-offering-circular
Yes, an investor may revoke a subscription agreement even after signing the subscription agreement and tendering funds.
A prospective investor wanting to revoke a subscription agreement may do so by sending a request in writing pursuant to the terms of the subscription agreement. Following such request, all monies tendered will be returned to the applicable prospective investor.
You may revoke your subscription until 48 hours after your receipt of an e-mail from us stating the closing date of the offering and listing date on the NYSE American – such time being the Revocation Deadline.
See the Form of Subscription Agreement attached as Exhibit 4.1 to the final Offering Circular and the Plan of Distribution in the final Offering Circular for more details about the Company’s ability the closing of the Public Offering and the Company’ ability to accept or reject subscriptions. The final Offering Circular is available for free at https://phxenergy.co/preferred-offering-circular
Each investor must provide an email address as part of the subscription process and agree to receive communications by email for all purposes related to their purchase of the Preferred Shares.
No, you do not need to be accredited to purchase Preferred Shares in this Public Offering.
Hower, if you are not accredited, no sale of Preferred Shares may be made to you in this Public Offering if the aggregate purchase price you pay for the Preferred Shares is more than 10% of the greater of your annual income or net worth (Please See, Procedures for Subscribing – How to calculate Net Worth in the Offering Circular). This limitation is imposed because the Preferred Offering is made under Tier 11 of Regulation A of the 1933 Securities Act, as amended.
Yes, $1000.00 or fifty (50) Preferred Shares.
After meeting the minimum investment amount, additional amounts may be invested in $20 increments, representing the purchase price per Preferred Share.
Phoenix Energy plans to use the net proceeds from the offering (a) to make investments in or to finance potential drilling and exploration operations, (b) to purchase mineral rights and non-operated working interests, as well as for additional asset acquisitions, and (c) for other working capital needs.
Please see “Use of Proceeds” in the Offering Circular for a more complete description of the intended use of proceeds from this Offering. The Offering Circular is available for free at https://phxenergy.co/preferred-offering-circular.
The Preferred Shares are redeemable at the option of Phoenix Energy.
The Company may redeem the Preferred Shares, in whole or in part, at its option at a price of $27.50 per Share, plus an amount equal to all accrued and unpaid distributions (whether or not authorized or declared) up to but excluding the redemption date. Any partial redemption will be on a pro rata basis.
No holder of Preferred Shares shall have the right to cause Phoenix Energy to redeem all or any portion of the Preferred Shares.
Each Preferred Share has no stated maturity, is not subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless redeemed by Phoenix Energy.
Yes, if the Company elects to redeem the Preferred Shares, you will receive $27.50 per share plus an amount equal to all accrued and unpaid distributions (whether or not authorized or declared) up to but excluding the redemption date, for each Preferred Share redeemed by Phoenix Energy.
The record date for any redemption will be determined by the Company’s board of directors, if any when, the Company elects to redeem all or a portion of the outstanding Preferred Shares.
No holder of Preferred Shares shall have the right to cause Phoenix Energy to redeem all or any portion of the Preferred Shares.
Each Preferred Share has no stated maturity, is not subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless redeemed by Phoenix Energy. Please see the final Offering Circular for more details regarding the redemption provisions, which is available for free at https://phxenergy.co/preferred-offering-circular.
You will receive a cash distribution of 10% per annum if you hold your Preferred Shares as of a record date, plus there is an increase in the distribution rate over time as described above and in the Offering Circular.
As the Company has the right to redeem the Preferred Shares at $27.50 per share, you could receive a return of up to $7.50 per Preferred Share depending upon whether the Company elects to redeem the Preferred Shares and depending on the price at which you purchased the Preferred Shares.
The fact that it is anticipated that the Preferred Shares will be listed on the NYSE American if approved for listing creates an opportunity for investors to trade the Preferred Shares. If the Preferred Shares are not approved for listing on NYSE American, Phoenix Energy will not complete this Public Offering. In which case, any amounts paid by investors to purchase the Preferred Shares will be refunded.
Please See, Distribution Policy in the final Offering Circular for more details regarding the distributions payable on the Preferred Shares. The Offering Circular is available for free at https://phxenergy.co/preferred-offering-circular.
Phoenix Energy is a limited liability company and treated as a partnership for income tax purposes. As with other NYSE-listed securities of entities that operate in the oil and gas industry and that are taxed as partnerships, the Company will rely on the “Qualifying Income Exception” with respect to publicly traded partnerships.
As with other NYSE-listed securities of similar companies, the Company will treat the holders of the Preferred Shares as partners entitled to guaranteed payment for the use of capital on their Preferred Shares.
It is the responsibility of each holder of Preferred Shares to investigate the legal and tax consequences, under the laws of pertinent states, localities and foreign jurisdictions, of his investment in us. Accordingly, each prospective holder of Preferred Shares is urged to consult his own tax counsel or other advisor with regard to those matters.
Please See, Material U.S. Federal Income Tax Consequences of Preferred Shares in the final Offering Circular for more details regarding the partnership status of the Preferred Shares. The Offering Circular is available for free at https://phxenergy.co/preferred-offering-circular.
Phoenix Energy is a limited liability company and treated as a partnership for income tax purposes. As with other NYSE-listed securities of entities that operate in the oil and gas industry and that are taxed as partnerships, the Company will rely on the “Qualifying Income Exception” with respect to publicly traded partnerships.
As with other NYSE-listed securities of similar companies, the Company will treat the holders of the Preferred Shares as partners entitled to guaranteed payment for the use of capital on their Preferred Shares.
It is the responsibility of each holder of Preferred Shares to investigate the legal and tax consequences, under the laws of pertinent states, localities and foreign jurisdictions, of his investment in us. Accordingly, each prospective holder of Preferred Shares is urged to consult his own tax counsel or other advisor with regard to those matters.
Please See, Material U.S. Federal Income Tax Consequences of Preferred Shares in the final Offering Circular for more details regarding the partnership status of the Preferred Shares. The Offering Circular is available for free at https://phxenergy.co/preferred-offering-circular.
No, the costs charged you by Digital Offering and Phoenix Energy are the same regardless of how you invest. However, your bank may charge you outgoing wire fees.
Shares in the Public Offering are eligible for resale immediately once the Preferred Shares commence trading on the NYSE American, if the closing occurs and the Preferred Shares are approved for listing. Notwithstanding anything to the contrary, there will be no guarantee that an active trading market for the Preferred Shares develops or what the effective trading price for the Preferred Shares will be following the closing of the Public Offering. So, there is no assurance that there will be buyers for your Preferred Shares at a desirable price, if at all.
The Company intends to list the Preferred Shares on the NYSE American subject to exchange approval.
If listed, it is anticipated that the Preferred Shares will trade under the symbol “PHXE.P” on the NYSE American.
No assurance can be given that Phoenix Energy’s application to list on NYSE American will be approved or that an active trading market for the Preferred Shares will develop.
If the Preferred Shares are not approved for listing on NYSE American, Phoenix Energy will not complete this Public Offering. In which case, any amounts paid by investors to purchase the Preferred Shares will be refunded. (Please See, Procedures for Subscribing in the Offering Circular which is available for free at https://phxenergy.co/preferred-offering-circular.)
Notwithstanding anything to the contrary, there will be no guarantee that an active trading market for the Preferred Shares develops or what the effective trading price for the Preferred Shares will be following the initial Public Offering.
Yes, Digital Offering has retained AOS Inc. dba MyIPO to participate in this offering as a soliciting dealer and MyIPO can be used to establish a retirement account. Prior to purchasing any Preferred Shares you will need to open an account and fund the account with sufficient funds.
A subscription agreement will be completed by the investor through MyIPO.
To sign up for a My IPO account and purchase Preferred Shares, go to the following link https://www.myipo.com/phoenixenergy/invest.
The contact information for My IPO is as follows:
488 East Winchester Street, Suite 200
Salt Lake City, UT 84107
Toll Free: (844) 226-0640
Email: [email protected]
Once the Company’s Preferred Shares begin trading on the NYSE American, it is easy to transfer your Preferred Shares acquired in the Public Offering to your brokerage account.
Brokers are familiar with this process and will handle it for you. (Please note that if you have a ROBINHOOD brokerage account, you cannot transfer your shares to them as they do not accept DRS method of transfer. Please use a different broker.)
Here’s how transferring your Preferred Shares to your brokerage account works:
1. You will receive a “Welcome” email from the transfer agent, Equity Stock Transfer, and will be able to access your share statement through their platform.
2. If you cannot find your Welcome email, you can login at https://my.equitystock.com (please go there and use the email address you used for your shares purchase) to see evidence of your share ownership in the form of a DRS statement.
You will provide that DRS statement to your broker and they will initiate the transfer from their side. If you have any questions, please communicate with your broker and not the Transfer Agent.
The transfer of your Preferred Shares to your brokerage account is subject to a $30 DRS statement fee, which must be prepaid by you before the transfer is requested. You can make the payment directly from the platform after you log in.
There is no cost to keep your shares at Equity Stock Transfer, our appointed transfer agent, should you decide not to move them to a brokerage. You do not have to pay a monthly or annual fee in connection therewith.
You can reach the transfer agent by emailing them at [email protected] or by phone at (212) 575-5757.
Following the closing of the Public Offering and listing of the Preferred Shares on the NYSE American, you are able to purchase Preferred Shares from third parties directly through your broker. The anticipated symbol for the preferred shares is “PHXE.P” on the NYSE American.
Notwithstanding anything to the contrary, there will be no guarantee that an active trading market for the Preferred Shares develops or what the effective trading price for the Preferred Shares will be following the closing of the Public Offering.
Our independent auditor is RJI International CPAs, who has been the Company’s auditor since December 2023.
For more information, you can find all our reports, quarterly report, current reports and other SEC filings here SEC.gov | EDGAR Full Text Search, including our audited financial statements for each of the 2022, 2023 and 2024 calendar years.
We use a fiscal year that aligns with the calendar year, ending on December 31.
You can find all our reports, quarterly report, current reports and other SEC filings here SEC.gov | EDGAR Full Text Search.
Generally, a transfer agent maintains a record of ownership, including contact information, for a record holder of an issuer’s publicly traded securities, including common or preferred shares.
The Company has engaged Equity Stock Transfer to act as its third-party transfer agent.
The Company has engaged, the following entity to act as its third-party transfer agent:
Equity Stock Transfer
237 W 37th Street, Suite 602
New York, NY 10018
Main: 212.575.5757
Fax: 347.584.3644
The Preferred Shares will be issued in the form of one or more global securities issued to DTC (and its successors or assigns) or any other securities depositary selected by us (the “Securities Depositary”) and registered in the name of its nominee (initially, Cede & Co.), for credit to an account of a direct or indirect participant in the Securities Depositary.
No, the Preferred Shares will be issued in book-entry form and no shares certificates will be issued evidencing the Preferred Shares.
The Preferred Shares will be issued in the form of one or more global securities issued to DTC (and its successors or assigns) or any other securities depositary selected by us (the “Securities Depositary”) and registered in the name of its nominee (initially, Cede & Co.), for credit to an account of a direct or indirect participant in the Securities Depositary.
For additional detailed information we encourage you to read the final Offering Circular that has been qualified by the SEC in its entirety. Each investor should read the final Offering Circular and other materials filed by Phoenix Energy on Edgar on the SEC’s website at SEC.gov | EDGAR Full Text Search. The Offering Circular is also available for free at https://phxenergy.co/preferred-offering-circular.
If you have additional questions, you can email the Selling Agent at [email protected] and a representative will be in touch with you. Please be sure to include your best daytime phone number and other contact information.
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Phoenix Energy One, LLC fka Phoenix Capital Group Holdings, LLC, is a privately held energy company with principal executive offices in Irvine, California.
Phoenix Energy One, LLC does business as Phoenix Energy. Phoenix Energy operates in the oil and gas industry and executes on a three-pronged strategy involving (i) direct drilling operations, (ii) the acquisition of royalty assets, and (iii) the acquisition of non-operated working interest assets. Phoenix Energy’s direct drilling operations are currently primarily focused on development efforts in the Williston Basin in North Dakota and Montana and the Powder River and Denver Julesburg Basins in Wyoming. Phoenix Energy’s royalty and working interest acquisitions center around a variety of assets, including mineral interests, leasehold interests, overriding royalty interests and perpetual royalty interests. These efforts have historically targeted assets in the Williston, Permian, Powder River, Uintah, and DJ Basins. For more information about Phoenix Energy, please review the final Offering Circular or visit [www.phoenixenergyinvest.com].
Phoenix Energy’s principal executive office is located in Irvine, California, and we have additional offices located in Denver, Colorado; Dallas, Texas; Fort Lauderdale, Florida; Dickinson and Williston, North Dakota; and Casper, Wyoming.
Phoenix Energy’s direct drilling operations are currently primarily focused on development efforts in the Williston Basin in North Dakota and Montana and the Powder River and Denver Julesburg Basins in Wyoming.
Phoenix Energy’s royalty and working interest acquisitions center around a variety of assets, including mineral interests, leasehold interests, overriding royalty interests, and perpetual royalty interests. These efforts have historically targeted assets in the Williston, Permian, Powder River, Uintah, and DJ Basins.
Phoenix Energy is agnostic as to geography and prioritizes operational and asset potential when executing on its strategy.
For more information about Phoenix Energy, please review the final Offering Circular.
Phoenix Energy is currently a member-managed limited liability company and we do not currently have a board of directors but as part of this Preferred Share Public Offering, if we close the offering we are changing to a manager-managed limited liability company and our business and affairs will be managed under the direction of a newly formed board of directors consisting of 5 members.
The nominees to the board of directors are:
Adam Ferrari, Chief Executive Officer of Phoenix Energy
Curtis Allen, Chief Financial Officer of Phoenix Energy
Daniel Ferrari, Co-Manager of Lion of Judah, our controlling shareholder
Jason Pangracs, CFO of SSAB Americas Division
Jason Wagner, Managing Director at CBIZ CPAs P.C.
The biographies of each of the members of the board of directors can be found in the final Offering Circular. Please See, Management in the Offering Circular.
The management team of Phoenix Energy will continue to be the same as before the closing of the Public Offering. Our executive leadership team is outlined in the final Offering Circular. Please See, Management in the Offering Circular. Our executive leadership team is:
Adam Ferrari, Chief Executive Officer
Curtis Allen, Chief Financial Officer
Brandon Allen, Chief Operating Officer
Lindsey Wilson, Chief Business Officer
Sean Goodnight, Chief Acquisitions Officer
Justin Arn, Chief Land and Title Officer
David Wheeler, Chief Legal Officer
Please refer to the following pages of our website to meet our Management Team: https://phoenixenergy.com/team
Phoenix Energy is selling up to 3,750,000 10% Series A Cumulative Redeemable Preferred Shares.
The public offering price is $20.00 per Preferred Share. Each Preferred Share will have a liquidation premium of $25 per Preferred Share (payable in the event of a liquidation of Phoenix Energy as more fully described in the Share Designation attached to the Offering Circular) and will be redeemable at the option of Phoenix Energy at $27.50 per Preferred Share. Please See, Description of Capital and Preferred Shares in the final Offering Circular for more details regarding the Preferred Shares.
There is a minimum investment amount by an investor of $1000.00 or fifty (50) Preferred Shares.
Purchasing the Preferred Shares in the public offering is also subject to an investor meeting the suitability requirements set forth in the final Offering Circular.
You can purchase Preferred Shares in the public offering by visiting https://invest.phoenixenergy.com and hit the invest now button.
Each investor should read the final Offering Circular and other materials filed by Phoenix Energy on Edgar on the SEC’s website at www.sec.gov.
A copy of the final Offering Circular is available for free at https://invest.phoenixenergy.com.
The public offering price is set at $20.00 per Preferred Share.
There is a minimum investment amount per investor of $1000.00 or fifty (50) Preferred Shares.
After meeting the minimum investment amount, additional amounts may be invested in $20 increments, representing the purchase price of $20.00 per Preferred Share.
Yes, if we close the Public Offering, the Preferred Shares will be tradeable.
Phoenix Energy intends to list the Preferred Shares on the NYSE American upon the closing of the Public Offering, subject to final approval from the NYSE, under the symbol “PHXE.P”
If the Preferred Shares are not approved for listing on NYSE American, Phoenix Energy will not complete this Public Offering. In which case, any amounts paid by investors to purchase the Preferred Shares will be refunded. (Please See, Procedures for Subscribing in the Offering Circular)
Yes, each Preferred Share carries a 10% cash coupon paid quarterly against the liquidation price of $25.00. This equates to $2.50 per Share per year, payable in cash quarterly which is effectively a 12.5% return based on the initial offering price of $20 per Share.
It is anticipated that when authorized and declared by Phoenix’s board of directors, the quarterly dividend will be paid on the 15th day of each January, April, July and October.
The pro-rata first dividend is anticipated to be payable on October 15, 2025 if and when declared by the board of directors and will be paid to holders of record of the Preferred Shares at the close of business on October 1, 2025 (the anticipated record holder date).
Please See, Distribution Policy in the final Offering Circular for more details regarding the dividends payable on the Preferred Shares.
Yes, the per Share dividend rate will be increased over time as follows:
(a) Year 1-3: 10% (up to but excluding October 15, 2028)
(b) Year 4: 10.5% (from and including October 15, 2028 to, but excluding, October 15, 2029)
(c) Year 5 and each year thereafter: 11% (from and including October 15, 2029)
The Preferred Shares will not participate in any dividends declared on the Common Shares, provided no such dividend may be declared on the Common Shares unless all dividends accrued on the Preferred Shares have been declared and paid prior to such dividend on the Common Shares.
Please See, Distribution Policy in the final Offering Circular for more details regarding the dividends payable on the Preferred Shares.
Up to a maximum of $75,000,000, which amount is reduced by selling agent commissions and other expenses as more fully described in the final Offering Circular.
The maximum amount to be raised is based on up to a maximum of 3,750,000 Preferred Shares being sold and issued at $20 per Preferred Share (the Public Offering price per Preferred Share).
There is no guarantee as to the amount that Phoenix Energy will raise or the number of Preferred Shares that will be sold in the Public Offering.
Please See, Use of Proceeds in the final Offering Circular for more details.
No, you do not need to be accredited to purchase Preferred Shares in this Public Offering.
However, if you are not accredited, no sale of Preferred Shares may be made to you in this Public Offering if the aggregate purchase price you pay for the Preferred Shares is more than 10% of the greater of your annual income or net worth (please See, Procedures for Subscribing – How to calculate Net Worth in the Offering Circular). This limitation is imposed because the Preferred Offering is made pursuant to an offering under Tier 11 of Regulation A of the 1933 Securities Act, as amended.
Yes, $1000.00 or fifty (50) Preferred Shares.
After meeting the minimum investment amount, additional amounts may be invested in $20 increments, representing the purchase price per Preferred Share.
Phoenix Energy plans to use the net proceeds from the offering (a) to make investments in or to finance potential drilling and exploration operations, (b) to purchase mineral rights and non-operated working interests, as well as for additional asset acquisitions, and (c) for other working capital needs.
Please see “Use of Proceeds” in the Offering Circular for a more complete description of the intended use of proceeds from this Offering.
The Preferred Shares are redeemable at the option of Phoenix Energy.
The Company may redeem the Preferred Shares, in whole or in part, at its option at a price of $27.50 per Share, plus an amount equal to all accrued and unpaid dividends (whether or not authorized or declared) up to but excluding the redemption date. Any partial redemption will be on a pro rata basis.
No holder of Preferred Shares shall have the right to cause Phoenix Energy to redeem all or any portion of the Preferred Shares.
Yes, if the Company elects to redeem the Preferred Shares, you will receive $27.50 per share plus an amount equal to all accrued and unpaid dividends (whether or not authorized or declared) up to but excluding the redemption date, for each Preferred Share redeemed by Phoenix Energy.
The record date for any redemption will be determined by the Company’s board of directors, if any when, the Company elects to redeem all or a portion of the outstanding Preferred Shares.
Investing in startups is risky and there is no guarantee you will get a return on investment. However, the fact that the Preferred Shares will be listed on the NYSE American creates an opportunity for you to trade your Preferred Shares.
As the Company has the right to redeem the Preferred Shares at $27.50 per share, you could receive a return of up to $7.50 per Preferred Share depending upon whether the Company elects to redeem the Preferred Shares and depending on the price at which an investor purchases the Preferred Shares.
In addition, you will receive a cash dividend of 10% per annum if you hold your Preferred Shares, plus the increase in dividend rate over time as described above. Please See, Distribution Policy in the final Offering Circular for more details regarding the dividends payable on the Preferred Shares.
Phoenix Energy is an LLC and treated as a partnership for income tax purposes. As with other NYSE-listed securities of entities that operate in the oil and gas industry and that are taxed as partnerships, the Company will rely on the “Qualifying Income Exception” with respect to publicly traded partnerships.
As with other NYSE-listed securities of similar companies, the Company will treat the holders of the Preferred Shares as partners entitled to guaranteed payment for the use of capital on their Preferred Shares.
Please See, Material U.S. Federal Income Tax Consequences of Preferred Shares in the final Offering Circular for more details regarding the partnership status of the Preferred Shares.
When you complete the subscription process by pressing the “Invest Now” button, you will be able to make payment of the purchase price for the number of Preferred Shares you want to purchase to the escrow agent by credit card, wire transfer or ACH transfer.
An escrow account has been set up with Wilmington Trust who will hold the funds from all investors’ purchase price for the Preferred Shares until the closing of the Public Offering.
If the Preferred Shares are not approved for listing on NYSE American, Phoenix Energy will not complete this Public Offering. In which case, any amounts paid by investors to purchase the Preferred Shares will be refunded. (Please See, Procedures for Subscribing in the Offering Circular).
No, the costs charged you by Phoenix Energy are the same regardless of how you invest. However, your bank may charge you outgoing wire fees.
Shares in the Public Offering are eligible for resale immediately once the Preferred Shares commence trading on the NYSE American, if the closing occurs and the Preferred Shares are approved for listing.
The Company intends to list the Preferred Shares on the NYSE American subject to exchange approval.
If listed, it is anticipated that the Preferred Shares will trade under the symbol “PHXE.P” on the NYSE American.
No assurance can be given that Phoenix Energy’s application to list on NYSE American will be approved or that an active trading market for the Preferred Shares will develop.
If the Preferred Shares are not approved for listing on NYSE American, Phoenix Energy will not complete this Public Offering. In which case, any amounts paid by investors to purchase the Preferred Shares will be refunded. (Please See, Procedures for Subscribing in the Offering Circular)
Notwithstanding anything to the contrary, there will be no guarantee that an active trading market for the Preferred Shares develops or what the effective trading price for the Preferred Shares will be following the initial Public Offering.
Once the Company’s Preferred Shares begin trading on the NYSE American, it is easy to transfer your Preferred Shares acquired in the Public Offering to your brokerage account. Brokers are familiar with this process and will handle it for you. (Please note that if you have a ROBINHOOD brokerage account, you cannot transfer your shares to them as they do not accept DRS method of transfer. Please use a different broker.)
Here’s how transferring your Preferred Shares to your brokerage account works:
You will receive a “Welcome” email from the transfer agent, Equity Stock Transfer, and will be able to access your share statement through their platform.
If you cannot find your Welcome email, you can log in at https://my.equitystock.com (please go there and use the email address you used for your shares purchase) to see evidence of your share ownership in the form of a DRS statement.
You will provide that DRS statement to your broker and they will initiate the transfer from their side. If you have any questions, please communicate with your broker and not the Transfer Agent.
The transfer of your Preferred Shares to your brokerage account is subject to a $30 DRS statement fee, which must be prepaid by you before the transfer is requested. You can make the payment directly from the platform after you log in.
There is no cost to keep your shares at Equity Stock Transfer, our appointed transfer agent, should you decide not to move them to a brokerage. You do not have to pay a monthly or annual fee in connection therewith.
You can reach the transfer agent by emailing them at [email protected].
Following the closing of the Public Offering and listing of the Preferred Shares on the NYSE American, you are able to purchase Preferred Shares from third parties directly through your broker. The anticipated symbol for the Preferred Shares is “PHXE.P” on the NYSE American.
Notwithstanding anything to the contrary, there will be no guarantee that an active trading market for the Preferred Shares develops or what the effective trading price for the Preferred Shares will be following the closing of the Public Offering.
Our independent auditor is RJI International CPAs, who has been the Company’s auditor since December 2023.
For more information, you can find all our reports, quarterly report, current reports and other SEC filings here: SEC.gov | EDGAR Full Text Search, including our audited financial statements for each of the 2022, 2023 and 2024 calendar years.
We use a fiscal year that aligns with the calendar year, ending on December 31.
You can find all our reports and SEC filings here. SEC.gov | EDGAR Full Text Search
Phoenix Energy Investor Relations Team can be contacted by emailing [email protected]
Generally, a transfer agent maintains a record of ownership, including contact information, for a record holder of an issuer’s publicly traded securities, including common or preferred shares.
The Company has engaged Equity Stock Transfer to act as its third party transfer agent.
The Company has engaged, the following entity to act has its third party transfer agent: Equity Stock Transfer 237 W 37th Street, Suite 602 New York, NY 10018 Main: 212.575.5757 Fax: 347.584.3644 www.equitystock.com The Preferred Shares will be issued in the form of one or more global securities issued to DTC (and its successors or assigns) or any other securities depositary selected by us (the “Securities Depositary”) and registered in the name of its nominee (initially, Cede & Co.), for credit to an account of a direct or indirect participant in the Securities Depositary.
No, the Preferred Shares will be issued in book-entry form and no share certificates will be issued evidencing the Preferred Shares.
The Preferred Shares will be issued in the form of one or more global securities issued to DTC (and its successors or assigns) or any other securities depositary selected by us (the “Securities Depositary”) and registered in the name of its nominee (initially, Cede & Co.), for credit to an account of a direct or indirect participant in the Securities Depositary.
For additional detailed information we encourage you to read the final Offering Circular that has been qualified by the SEC in its entirety. Each investor should read the final Offering Circular and other materials filed by Phoenix Energy on Edgar on the SEC’s website at www.sec.gov.
If you have additional questions you can email the Selling Agent at [email protected] and a representative will be in touch with you. Please be sure to include your best daytime phone number and other contact information.
Phoenix Energy One, LLC (“Phoenix Energy”) is offering (the “Offering”) Series A Cumulative Redeemable Preferred Shares (“Preferred Shares”) through the use of an Offering Statement that has been qualified by the Securities and Exchange Commission under Tier II of Regulation A of the Securities Act of 1933, as amended. Before you invest, you should read the Final Offering Circular that forms a part of the Offering Statement, which may be obtained from: https://phxenergy.co/preferred-offering-circular.
This website contains forward-looking statements, which are statements regarding all matters that are not historical facts. They appear in a number of places throughout this website and include statements regarding Phoenix Energy’s current views, hopes, intentions, beliefs, or expectations concerning, among other things, its results of operations, financial condition, liquidity, prospects, growth, strategies, and position in the markets and the industries in which its operates. These forward-looking statements are generally identifiable by forward looking terminology such as “expect,” “believe,” “anticipate,” “outlook,” “could,” “target,” “project,” “intend,” “plan,” “seek,” “estimate,” “should,” “will,” “approximately,” “predict,” “potential,” “may,” and “assume,” as well as variations of such words and similar expressions referring to the future.
Forward-looking statements are based on Phoenix Energy’s beliefs, assumptions, and expectations, taking into account currently known market conditions and other factors. Phoenix Energy’s ability to predict results or the actual effect of future events, actions, plans, or strategies is inherently uncertain and involves certain risks and uncertainties, many of which are beyond its control. Phoenix Energy’s actual results and performance could differ materially from those set forth or anticipated in its forward-looking statements. Factors that could cause Phoenix Energy’s actual results to differ materially from the expectations described in the forward-looking statements include, but are not limited to, the factors described in its Final Offering Circular entitled “Risk Factors.”. Oral information provided in connection with presentations or discussions with investors may similarly include forward looking statements. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements included in this website, the Final Offering Circular and Phoenix Energy’s other filings with the SEC. You are cautioned that the forward-looking statements included in this website are not guarantees of future performance, and there can be no assurance that such statements will be realized or that the forward-looking events and circumstances will occur. Any forward-looking statement made by Phoenix Energy speaks only as of the date on which it is made, and Phoenix Energy undertakes no obligation to publicly update any forward-looking statement except as may be required by law.
The Preferred Shares are highly speculative. Investing in these securities involves significant risks. The investment is suitable only for investors who can afford to lose their entire investment. Investors must understand that such investment could be illiquid for an indefinite period of time. There is no existing public trading market for the Preferred Shares. Phoenix Energy has applied to list the Preferred Shares on the NYSE American LLC (“NYSE American”) under the symbol “PHXE.P.” If approved, Phoenix Energy intends to list the Preferred Shares on NYSE American following certification of Phoenix Energy’s Form 8-A to be filed prior to closing of the Offering. If the Preferred Shares are not approved for listing on NYSE American, the Offering will not be completed. No assurance can be given that Phoenix Energy’s application to list on NYSE American will be approved or that, if the Offering is consummated an active trading market for the Preferred Shares will develop. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, and shall not constitute an offer, solicitation, or sale of any security, in any jurisdiction in which such offering, solicitation, or sale would be unlawful.
