| Form 1-A Issuer Information |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A REGULATION A OFFERING STATEMENT UNDER THE SECURITIES ACT OF 1933 | OMB APPROVAL |
| OMB Number: 3235-0286 Estimated average burden hours per response: 608.0 |
| Issuer CIK | 0001818643 |
| Issuer CCC | XXXXXXXX |
| DOS File Number | |
| Offering File Number | 024-11723 |
| Is this a LIVE or TEST Filing? | 
LIVE
TEST
|
| Would you like a Return Copy? |  |
| Notify via Filing Website only? | |
| Since Last Filing? | |
| Name | |
| Phone | |
| E-Mail Address |
| Exact name of issuer as specified in the issuer's charter | Phoenix Capital Group Holdings, LLC |
| Jurisdiction of Incorporation / Organization |
DELAWARE
|
| Year of Incorporation | 2019 |
| CIK | 0001818643 |
| Primary Standard Industrial Classification Code | CRUDE PETROLEUM & NATURAL GAS |
| I.R.S. Employer Identification Number | 83-4526672 |
| Total number of full-time employees | 51 |
| Total number of part-time employees | 0 |
| Address 1 | 18575 Jamboree Road |
| Address 2 | Suite 830 |
| City | Irvine |
| State/Country |
CALIFORNIA
|
| Mailing Zip/ Postal Code | 92612 |
| Phone | 303-376-9778 |
| Name | Ross McAloon |
| Address 1 | |
| Address 2 | |
| City | |
| State/Country | |
| Mailing Zip/ Postal Code | |
| Phone |
| Industry Group (select one) |
Banking
Insurance
Other
|
| Cash and Cash Equivalents |
$
5408679.00 |
| Investment Securities |
$
0.00 |
| Total Investments |
$
|
| Accounts and Notes Receivable |
$
16637592.00 |
| Loans |
$
|
| Property, Plant and Equipment (PP&E): |
$
251856501.00 |
| Property and Equipment |
$
|
| Total Assets |
$
289245885.00 |
| Accounts Payable and Accrued Liabilities |
$
20284917.00 |
| Policy Liabilities and Accruals |
$
|
| Deposits |
$
|
| Long Term Debt |
$
175918255.00 |
| Total Liabilities |
$
298476426.00 |
| Total Stockholders' Equity |
$
9230541.00 |
| Total Liabilities and Equity |
$
289245885.00 |
| Total Revenues |
$
52692741.00 |
| Total Interest Income |
$
|
| Costs and Expenses Applicable to Revenues |
$
0.00 |
| Total Interest Expenses |
$
|
| Depreciation and Amortization |
$
9414851.00 |
| Net Income |
$
-11613115.00 |
| Earnings Per Share - Basic |
$
0.00 |
| Earnings Per Share - Diluted |
$
0.00 |
| Name of Auditor (if any) | Cherry Bekaert LLP |
| Name of Class (if any) Common Equity | None |
| Common Equity Units Outstanding | 0 |
| Common Equity CUSIP (if any): | 0 |
| Common Equity Units Name of Trading Center or Quotation Medium (if any) | N/A |
| Preferred Equity Name of Class (if any) | None |
| Preferred Equity Units Outstanding | 0 |
| Preferred Equity CUSIP (if any) | 0 |
| Preferred Equity Name of Trading Center or Quotation Medium (if any) | N/A |
| Debt Securities Name of Class (if any) | None |
| Debt Securities Units Outstanding | 0 |
| Debt Securities CUSIP (if any): | 0 |
| Debt Securities Name of Trading Center or Quotation Medium (if any) | N/A |
Check this box to certify that all of the following statements are true for the issuer(s)
Check this box to certify that, as of the time of this filing, each person described in Rule 262 of Regulation A is either not disqualified under that rule or is disqualified but has received a waiver of such disqualification.
Check this box if "bad actor" disclosure under Rule 262(d) is provided in Part II of the offering statement.
| Check the appropriate box to indicate whether you are conducting a Tier 1 or Tier 2 offering |
Tier1
Tier2
|
| Check the appropriate box to indicate whether the financial statements have been audited |
Unaudited
Audited
|
| Types of Securities Offered in this Offering Statement (select all that apply) |
| Debt |
| Does the issuer intend to offer the securities on a delayed or continuous basis pursuant to Rule 251(d)(3)? |
Yes
No
|
| Does the issuer intend this offering to last more than one year? |
Yes
No
|
| Does the issuer intend to price this offering after qualification pursuant to Rule 253(b)? |
Yes
No
|
| Will the issuer be conducting a best efforts offering? |
Yes
No
|
| Has the issuer used solicitation of interest communications in connection with the proposed offering? |
Yes
No
|
| Does the proposed offering involve the resale of securities by affiliates of the issuer? |
Yes
No
|
| Number of securities offered | 18718 |
| Number of securities of that class outstanding | 85742 |
| Price per security |
$
1000.0000 |
| The portion of the aggregate offering price attributable to securities being offered on behalf of the issuer |
$
18718000.00 |
| The portion of the aggregate offering price attributable to securities being offered on behalf of selling securityholders |
$
0.00 |
| The portion of the aggregate offering price attributable to all the securities of the issuer sold pursuant to a qualified offering statement within the 12 months before the qualification of this offering statement |
$
0.00 |
| The estimated portion of aggregate sales attributable to securities that may be sold pursuant to any other qualified offering statement concurrently with securities being sold under this offering statement |
$
0.00 |
| Total (the sum of the aggregate offering price and aggregate sales in the four preceding paragraphs) |
$
18718000.00 |
| Underwriters - Name of Service Provider | N/A | Underwriters - Fees |
$
0.00 |
| Sales Commissions - Name of Service Provider | Dalmore Group, LLC | Sales Commissions - Fee |
$
842310.00 |
| Finders' Fees - Name of Service Provider | N/A | Finders' Fees - Fees |
$
0.00 |
| Accounting or Audit - Name of Service Provider | N/A | Accounting or Audit - Fees |
$
0.00 |
| Legal - Name of Service Provider | N/A | Legal - Fees |
$
0.00 |
| Promoters - Name of Service Provider | N/A | Promoters - Fees |
$
0.00 |
| Blue Sky Compliance - Name of Service Provider | N/A | Blue Sky Compliance - Fees |
$
0.00 |
| CRD Number of any broker or dealer listed: |
| Estimated net proceeds to the issuer |
$
17875690.00 |
| Clarification of responses (if necessary) |
| Selected States and Jurisdictions |
ALABAMA
ALASKA
ARIZONA
ARKANSAS
CALIFORNIA
COLORADO
CONNECTICUT
DISTRICT OF COLUMBIA
DELAWARE
FLORIDA
GEORGIA
HAWAII
IOWA
IDAHO
ILLINOIS
INDIANA
KANSAS
KENTUCKY
LOUISIANA
MASSACHUSETTS
MAINE
MICHIGAN
MINNESOTA
MISSISSIPPI
MONTANA
MISSOURI
MARYLAND
NEBRASKA
NEVADA
NEW HAMPSHIRE
NEW JERSEY
NEW MEXICO
NEW YORK
NORTH CAROLINA
OHIO
OKLAHOMA
OREGON
PENNSYLVANIA
RHODE ISLAND
SOUTH CAROLINA
SOUTH DAKOTA
TENNESSEE
TEXAS
UTAH
VIRGINIA
VERMONT
WASHINGTON
WISCONSIN
WEST VIRGINIA
WYOMING
PUERTO RICO
NORTH DAKOTA
|
| None | |
| Same as the jurisdictions in which the issuer intends to offer the securities | |
| Selected States and Jurisdictions |
None
As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:
| (a)Name of such issuer | Phoenix Capital Group Holdings, LLC |
| (b)(1) Title of securities issued | Regulation A - Unsecured 9% Bonds |
| (2) Total Amount of such securities issued | 59626 |
| (3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer. | 0 |
| (c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof. | 59626000.00 |
| (2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)). |
As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:
| (a)Name of such issuer | Phoenix Capital Group Holdings, LLC |
| (b)(1) Title of securities issued | 506(c) - Unsecured 8-9% Short Term Bonds |
| (2) Total Amount of such securities issued | 25 |
| (3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer. | 0 |
| (c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof. | 25000.00 |
| (2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)). |
As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:
| (a)Name of such issuer | Phoenix Capital Group Holdings, LLC |
| (b)(1) Title of securities issued | 506(c) - Unsecured 8% Subordinated Reg D Bonds |
| (2) Total Amount of such securities issued | 7471 |
| (3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer. | 0 |
| (c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof. | 7471000.00 |
| (2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)). |
As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:
| (a)Name of such issuer | Phoenix Capital Group Holdings, LLC |
| (b)(1) Title of securities issued | 506(c) - Unsecured 9% Subordinated Reg D Bonds |
| (2) Total Amount of such securities issued | 59626 |
| (3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer. | 0 |
| (c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof. | 59626000.00 |
| (2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)). |
As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:
| (a)Name of such issuer | Phoenix Capital Group Holdings, LLC |
| (b)(1) Title of securities issued | 506(c) - Unsecured 10% Subordinated Reg D Bonds |
| (2) Total Amount of such securities issued | 27750 |
| (3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer. | 0 |
| (c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof. | 27750000.00 |
| (2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)). |
As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:
| (a)Name of such issuer | Phoenix Capital Group Holdings, LLC |
| (b)(1) Title of securities issued | 506(c) - Unsecured 11% Subordinated Reg D Bonds |
| (2) Total Amount of such securities issued | 103973 |
| (3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer. | 0 |
| (c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof. | 103973000.00 |
| (2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)). |
As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:
| (a)Name of such issuer | Phoenix Capital Group Holdings, LLC |
| (b)(1) Title of securities issued | 506(c) - Unsecured 12% Subordinated Reg D Bonds |
| (2) Total Amount of such securities issued | 104559 |
| (3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer. | 0 |
| (c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof. | 104559000.00 |
| (2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)). |
As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:
| (a)Name of such issuer | Phoenix Capital Group Holdings, LLC |
| (b)(1) Title of securities issued | 506(c) - Unsecured Aug 2023 10% Subordinated Reg D Bonds |
| (2) Total Amount of such securities issued | 17475 |
| (3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer. | 0 |
| (c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof. | 17475000.00 |
| (2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)). |
As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:
| (a)Name of such issuer | Phoenix Capital Group Holdings, LLC |
| (b)(1) Title of securities issued | 506(c) - Unsecured Aug 2023 9% Subordinated Reg D Bonds |
| (2) Total Amount of such securities issued | 31949 |
| (3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer. | 0 |
| (c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof. | 31949000.00 |
| (2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)). |
As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:
| (a)Name of such issuer | Phoenix Capital Group Holdings, LLC |
| (b)(1) Title of securities issued | 506(c) - Unsecured Aug 2023 11% Subordinated Reg D Bonds |
| (2) Total Amount of such securities issued | 10032 |
| (3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer. | 0 |
| (c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof. | 10032000.00 |
| (2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)). |
As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:
| (a)Name of such issuer | Phoenix Capital Group Holdings, LLC |
| (b)(1) Title of securities issued | 506(c) - Unsecured Aug 2023 12% Subordinated Reg D Bonds |
| (2) Total Amount of such securities issued | 29360 |
| (3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer. | 0 |
| (c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof. | 29360000.00 |
| (2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)). |
As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:
| (a)Name of such issuer | Phoenix Capital Group Holdings, LLC |
| (b)(1) Title of securities issued | 506(c) - Unsecured Aug 2023 12.5% Subordinated Reg D Bonds |
| (2) Total Amount of such securities issued | 1292 |
| (3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer. | 0 |
| (c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof. | 1292000.00 |
| (2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)). |
As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:
| (a)Name of such issuer | Phoenix Capital Group Holdings, LLC |
| (b)(1) Title of securities issued | 506(c) - Unsecured Aug 2023 13% Subordinated Reg D Bonds |
| (2) Total Amount of such securities issued | 65529 |
| (3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer. | 0 |
| (c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof. | 65529000.00 |
| (2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)). |
As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:
| (a)Name of such issuer | Adamantium Capital, LLC |
| (b)(1) Title of securities issued | 506(c) - Adamantium 14-15% Reg D Bonds |
| (2) Total Amount of such securities issued | 24674 |
| (3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer. | 0 |
| (c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof. | 24674000.00 |
| (2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)). |
| (d) Indicate the section of the Securities Act or Commission rule or regulation relied upon for exemption from the registration requirements of such Act and state briefly the facts relied upon for such exemption | Regulation A 9% Bonds pursuant to Regulation A; qualified offering statement sold solely to qualified purchasers. 506(c) offerings pursuant to Regulation D, Rule 506(c); sold solely to accredited investors and reasonable steps have been taken to verify |