EDGAR Verified
Primary Source · SEC.gov

Phoenix Energy One, LLC

Platform / Operating Company2026 vintage506(c)
Latest signalInvestors increasedForm D/A · 2026-04-0291 events: 14 reg a post-qualification amendment, 13 reg a supplement, 13 reg a current reportLast filing 2026-04-02

Raised

$1.1B

Investors

3,049

Min Invest

$25,000

AltStreet Analysis

·

Generated from EDGAR primary sources

Phoenix Energy One, LLC is a Delaware-incorporated alternative investment entity that filed an amended Form D on 2026-04-02 under Rule 506(c). The offering has raised $1.14 billion from 3,049 investors with a $25,000 minimum investment, using debt and other securities. The filing lists 10 related persons including executive officers and directors Adam Ferrari and Curtis Allen serving as promoters.

This Rule 506(c) offering represents a large-scale alternative debt investment with an unusually low $25,000 minimum, enabling broad retail participation across over 3,000 investors. The combination of debt securities, high investor count, and average check size of approximately $374,000 suggests a structured product or crowdfunded energy investment platform, atypical for institutional alternative investments.

Data Flags

generalFirst sale date not disclosed on an amended filing that has raised $1.14 billion; while common for large institutional funds, this is an unusually high raise for a broadly distributed offering with 3,049 retail-tier investors
securities_typeOffering uses debt and other securities rather than typical equity structures for an alternative investment with this investor profile
sales_commissionsNo sales commissions disclosed on a $1.14 billion Rule 506(c) general solicitation offering with over 3,000 investors; 506(c) offerings of this scale typically involve broker-dealers or placement agents
industry_groupIndustry group not specified despite entity name suggesting energy sector focus

Critical Disclosures

What the filings and the regulators have said about this entity that a reader should know first. Each line links to its source. The history, the same event across other issuers, and alerts are in the terminal.

Non-reliance on previously issued financial statements · Form 1-U · March 12, 2025

SEC.gov

Non-reliance on previously issued financial statements · Form 1-U · September 18, 2024

SEC.gov

Change in auditor · Form 1-U · December 5, 2023

SEC.gov

Annual financial statements for the period ended December 31, 2024, audited by RJI CPAs

Going concern: no substantial-doubt language. The figures are in the terminal.

Filing
Each line is a fact as filed. The history behind it, the same event across other issuers, and an alert on the next one:Open in the terminal Watch this issuer

EDGAR Filing Data

Form D — Primary Source

View on SEC.gov
CIK Number0001818643
Entity NamePhoenix Energy One, LLC
ExemptionRule 506(c)
What the exemption meansRule 506(c) of Regulation D: the issuer may advertise the offering publicly, but every purchaser must be a verified accredited investor.
Entity TypeLimited Liability Company
Jurisdiction of OrganizationDelaware
Issuer Address4643 S. Ulster Street, Suite 1510, Denver, CO 80237
Phone(213) 316-8720
Former NamesPhoenix Capital Group Holdings, LLC (until December 30, 2024)
Industry / Fund TypeOil and Gas
Securities TypeDebt, Other
First Sale Date—
Filing DateApril 2, 2026
Accession Number0001818643-26-000001
Total Offering Amount$2,000,000,000
Total Amount Sold$1,140,071,000
Amount Remaining$859,929,000
Total Investors3,049
Non-Accredited InvestorsNone
Minimum Investment$25,000
Offering DurationIntended to last more than one year
Sales Commissions$90,000,000 (to Dalmore Group LLC and 1 other)
Finders' Fees$0
Revenue RangeDecline to Disclose
State (Issuer Address)CA
Amendment Count77 filings on record

Filings on Record

Every filing AltStreet's ledger holds for this CIK, newest first (15 of 77). Each opens the SEC archive folder.

AltStreet Coverage

Original reporting from AltStreet's daily EDGAR monitoring covering Phoenix Energy (formerly Phoenix Capital Group) and its filings.

All AltStreet news

In the Terminal

Filing events

91

latest Apr 2, 2026

Critical / warning

2 / 4

12 watch · 73 info

Statements extracted

13

through Dec 31, 2024

NAV prints

0

none on file

Offering chains

8

dark, pre_sale, lapsed, raising, qualified

Latest event Sold increase · Apr 2, 2026

SEC.gov
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Investor

  • 13 extracted financial statements: assets, liabilities, equity, revenue, net income, cash, latest for the period ended 2024-12-31
  • 91 filing events with values and deltas, latest 2026-04-02, and alerts on the next one
  • 8 offering timelines: velocity, share raised, first-sale lag, stalled flags

Pro

  • This issuer against its cohort: rank by velocity and share raised among offerings filed the same quarter
  • The same events, statements and NAV moves across every issuer, screenable, with unlimited watches and CSV

Counts and dates above are the free record. The values, the series and the comparisons are the seat. Loading your view…

Regulatory Activity

Filing events on this entity detected by AltStreet's EDGAR monitoring. Showing 8 of 17 tracked events.

Aug 2026Exchange Act filing
SEC.gov
Aug 2026Exchange Act filing
SEC.gov
Aug 2026Exchange Act filing
SEC.gov
Aug 2026Exchange Act filing
SEC.gov
Aug 2026Exchange Act filing
SEC.gov
Aug 2026Exchange Act filing
SEC.gov
Jul 2026Exchange Act filing
SEC.gov
Jul 2026Exchange Act filing
SEC.gov

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Auditor of Record

Cherry Bekaert LLP

As named on this issuer's SEC filings · Audited · see all issuers this firm audits

Related Persons (Form D)

Executive officers, directors, and promoters listed on the SEC Form D filing. Source: SEC.gov.

Item 3 changed on the Form D filed 2026-04-02: 4 related persons added and 1 removed against the filing of 2025-05-15; 10 now listed. The names are in the Terminal feed.

Lindsey Wilson

Executive Officer · Irvine, CA

Curtis Allen

Executive Officer, Director, Promoter · Irvine, CA

Sean Goodnight

Executive Officer · Irvine, CA

Justin Arn

Executive Officer · Irvine, CA

Adam Ferrari

Executive Officer, Director, Promoter · Irvine, CA

David Scadden

Executive Officer · Irvine, CA

David Wheeler

Executive Officer · Irvine, CA

Daniel Ferrari

Director · Irvine, CA

Jason Allan Pangracs

Director · Irvine, CA

Jason Montgomery Wagner

Director · Irvine, CA

Placement Agents and Sales Compensation (Form D)

Who the issuer reported paying to sell the securities (Form D Item 12), with the FINRA registration number the filer gave. Source: SEC.gov.

Dalmore Group LLCCRD 136352 on BrokerCheck

Associated broker-dealer: None · Woodmere, NY · Soliciting in all states

Crescent Securities Group, Inc.CRD 114993 on BrokerCheck

Associated broker-dealer: None · Plano, TX · Soliciting in all states

Questions About Phoenix Energy One, LLC

Each answer is built from the values on the SEC filing and the AltStreet ledger, not from the issuer's marketing.

What is Phoenix Energy One, LLC?

Phoenix Energy One, LLC is a Delaware limited liability company that filed a Form D with the SEC on April 2, 2026 in the Oil and Gas industry group. The filing claims Rule 506(c) for an offering of debt. AltStreet links the issuer to Phoenix Energy (formerly Phoenix Capital Group).

Is Phoenix Energy One, LLC legit?

AltStreet does not rate legitimacy; it reports the public record. Phoenix Energy One, LLC filed a Form D with the SEC on April 2, 2026 claiming Rule 506(c). A Form D is a notice of an exempt offering, not a review or approval of it. The newest notice reports $1,140,071,000 sold to 3,049 investors. AltStreet's enforcement record (SEC, FINRA and state actions) shows no action naming the issuer as of today. The issuer is linked to Phoenix Energy (formerly Phoenix Capital Group), which AltStreet has reviewed. Before investing, confirm the filing on EDGAR, check the seller's registration on FINRA BrokerCheck, and read the offering documents, which a Form D does not include.

Is Phoenix Energy One, LLC registered with or approved by the SEC?

No. A Form D is a notice that an issuer is selling securities under an exemption from registration, and the SEC does not review, approve, or pass on the merits of the offering. The filing shows that Phoenix Energy One, LLC claimed Rule 506(c) and disclosed the items the form requires, such as the amount sold, the minimum investment, related persons, and anyone paid to sell the securities. It does not verify the issuer's claims or its business.

How much has Phoenix Energy One, LLC raised?

Phoenix Energy One, LLC reported $1,140,071,000 sold from 3,049 investors of a $2,000,000,000 total offering as of the Form D filed April 2, 2026.

Who can invest in Phoenix Energy One, LLC?

The offering relies on Rule 506(c), so the issuer may advertise it but may sell only to investors it has verified as accredited. The filing reports no non-accredited investors. The minimum investment accepted from an outside investor is $25,000.

What is the minimum investment in Phoenix Energy One, LLC?

The Form D lists $25,000 as the minimum investment accepted from any outside investor as of April 2, 2026. Issuers can waive their own minimums, and the figure does not include fees.

Who is selling Phoenix Energy One, LLC and how are they paid?

The Form D names Dalmore Group LLC (CRD 136352), associated with None; Crescent Securities Group, Inc. (CRD 114993), associated with None as recipients of sales compensation soliciting in all states. Sales commissions are reported as $90,000,000 and finders' fees as $0. Form D allows these to be estimates.

Who is behind Phoenix Energy One, LLC?

The Form D lists 10 related persons: Lindsey Wilson, executive officer (Chief Business Officer); Curtis Allen, executive officer, director, promoter (Chief Financial Officer and Director); Sean Goodnight, executive officer (Chief Acquisition Officer); Justin Lee Arn, executive officer (Chief Land and Title Officer); Adam Lee Ferrari, executive officer, director, promoter (Chief Executive Officer and Director); David Lee Scadden, executive officer (Chief Operating Officer); David Lee Wheeler, executive officer (Chief Legal Officer); Daniel Lee Ferrari, director (Director), and 2 more. Form D Item 3 requires executive officers, directors, and promoters of the issuer to be listed.

Where is Phoenix Energy One, LLC located?

The issuer's address on its SEC filings is 4643 S. Ulster Street, Suite 1510, Denver, CO 80237. Its phone number of record is 213-316-8720. It is organized under the laws of Delaware.

How long is the Phoenix Energy One, LLC offering open?

The issuer indicated that the offering is intended to last more than one year. An issuer must amend its Form D annually while a continuing offering stays open; 7 amendments are on record for this CIK.

What is Phoenix Energy One, LLC's revenue?

The issuer declined to disclose its revenue range on the Form D, which the form permits.

Is this your offering?

Claim this profile to add contact information, team members, LinkedIn profiles, fund history, and additional financial data. EDGAR-sourced data and AltStreet analysis cannot be edited, but corrections can be requested for verifiable inaccuracies.

Data Methodology

Capital raise figures, investor counts, and filing dates are sourced directly from SEC EDGAR Form D primary documents via the SEC EDGAR submissions API and full-text search index. EDGAR entity profiles and deal-level data are reviewed by AltStreet analysts with backgrounds in corporate finance and securities law — cross-referenced against offering circulars, audited financial statements, and primary regulatory filings before publication. Platform-provided information, where present, is clearly labeled and does not affect EDGAR data or AltStreet editorial coverage. Platforms may request factual corrections for demonstrable inaccuracies by contacting [email protected]. This page does not constitute investment advice.