---
title: "Phoenix Energy (formerly Phoenix Capital Group)"
url: https://altstreet.investments/platforms/reviews/phoenix-capital-group
kind: platform-review
updated: 2026-09-16
description: "Phoenix Energy review 2026 (formerly Phoenix Capital Group): is it legit? SEC filing analysis of the Bakken oil producer's 9-16.5% bonds, the $1.82B debt stack, Fortress covenant waivers, Adamantium, PHXE-P, lawsuits and complaints."
publisher: AltStreet (https://altstreet.investments)
license: Public factual pages may be read, quoted and cited with attribution and a link. Bulk redistribution is not permitted.
---

# Phoenix Energy (formerly Phoenix Capital Group)

Phoenix Energy (formerly Phoenix Capital Group) is a real, fast-growing Williston Basin oil producer that funds itself by selling unsecured bonds at 9-16.5% directly to individual investors — $1.82 billion of total debt at mid-2026, every retail dollar of it sitting below a $525 million Fortress secured facility whose covenants the company failed at year-end 2025 and again each month from April to July 2026 (waived both times), while contracted future interest on the book exceeds the principal itself and the company's own filings say 2025 operating cash flow alone could not service the debt.

AltStreet score: 41.1 (C), scored August 29, 2026. Method: https://altstreet.investments/platforms

| Field | Value |
| --- | --- |
| Platform | Phoenix Energy |
| What it is | Direct-Issuer High-Yield Corporate Bonds (Oil & Gas E&P Operator) |
| Asset class | Oil & Gas — Williston Basin E&P and Mineral Rights (Unsecured Corporate Debt) |
| Website | phoenixenergy.com |
| Review first published | August 29, 2026 |
| Last updated | September 16, 2026 |
| AltStreet relationship | None: no affiliate, sponsorship or partnership |

## The short version

Phoenix is the most fully documented direct-to-retail bond issuer AltStreet has reviewed: a genuine Williston Basin operator ($687 million of FY2025 revenue, first profit in 2025, seventh-largest crude producer per its 10-K) with real 10-Ks and 10-Qs, monthly interest paid without a located miss, and a listed preferred. The same filings describe the structure a buyer actually enters: $1.82 billion of debt with every retail note unsecured behind a $525 million Fortress secured facility; contracted future interest exceeding total principal; roughly 38% of stated 2025 interest accruing rather than being paid in cash (derived from stated figures); covenants failed at year-end 2025 and again monthly April-July 2026, waived each time; and an MD&A stating operations alone could not service the debt in 2025, with roughly $460 million more to raise in 2026. The filings disclose all of it; the marketing discloses almost none of it.

- **$1.82B** Total debt at June 30, 2026 (up $291 million in six months), per the 10-Q debt table: $525 million Fortress senior secured at SOFR+7.10%, then $1.29 billion of unsecured retail paper — the August 2023 506(c) program ($784.9M at 9-14%), Adamantium bonds ($314.2M at 13-16%), Registered Notes ($75.5M), Exchange Notes ($34.4M), legacy Reg A bonds ($26.5M), and smaller series. Every retail bondholder is structurally behind Fortress.
- **$1.538B** Contracted future interest on the debt book at December 31, 2025 — more than the $1.53 billion of principal itself, because the back book is long-dated (up to 11 years) and heavy with 13-14% compounding paper. FY2025 cash interest paid was $98.6 million of $160.2 million stated interest cost; the remaining ~$61.6 million accrued or compounded (derived from stated figures).
- **3 of 3** Fortress covenant families failed at December 31, 2025 — waived in a February 12, 2026 amendment under which Fortress simultaneously lent $75 million more. The current-ratio covenant then failed again in each month April through July 2026 and a swap covenant at June 30, both waived on August 10, 2026. Negative working capital deepened from $245 million to $411 million over the same stretch.
- **9-16.5%** The coupon range retail investors receive on unsecured paper — while Fortress earns roughly 11.1% all-in with a first-priority lien on substantially all assets, exit premiums, and a mandated 75% hedge program. The same issuer's credit is priced at 6-7% (registered FlexNotes), 9-12% (Registered Notes), 9-14% (506(c) private placement), and 13-16.5% (Adamantium, $2 million minimum) depending on which door an investor walks through — a spread the offering materials never explain.
- **0 located** Enforcement actions located against Phoenix, its subsidiaries, or its principals in AltStreet's August 2026 legal scan — and the company carries full Exchange Act reporting, Latham & Watkins as counsel, an unqualified audit opinion with no going-concern qualification, and a listed preferred. A clean located record and deep disclosure describe compliance posture, not credit quality: every structural finding in this review comes from Phoenix's own filings.

Data note: Financial data from ten ingested periods (four Reg A-era Form 1-Ks, FY2021-FY2024, and six XBRL-sourced 10-K/10-Q rows through Q2 2026) in AltStreet's data layer, plus Form D offering snapshots for the 506(c) and Adamantium programs. Per-series debt figures are from the Q2 2026 10-Q debt table. Derived figures (accrued interest share, issuance-cost ratio, average check sizes) show their arithmetic from stated filing figures. Platform-marketed figures (the '$308.6M paid to bondholders' headline; '97% satisfaction') are labeled as platform-reported where used.


## Key figures

| Figure | What it is | Context |
| --- | --- | --- |
| $1.82B | Total debt at June 30, 2026 — up $291M in six months | $525M Fortress senior secured above $1.29B of unsecured retail notes at 9-16.5%; equity beneath it all: $40.7M |
| $1.538B | Contracted future interest — more than the principal itself | FY2025: $98.6M of interest paid in cash out of $160.2M stated; ~$61.6M accrued/compounded (derived) |
| 3 of 3 | Fortress covenant families failed at Dec 31, 2025 (waived) | Current-ratio covenant failed again each month Apr-Jul 2026, waived Aug 10; negative working capital $411M |
| 6-16.5% | Same underlying issuer, dramatically different coupons — depending on the door | FlexNotes 6-7%, Registered 9-12%, 506(c) 9-14%, Adamantium 13-16.5%; the spread is never explained to investors |


## Verdict

Phoenix is two true stories at once: a self-made Williston Basin operator that grew revenue twelvefold, reports like a public company, and has paid monthly interest without a located miss — and a balance sheet carrying $1.82 billion of debt against $40.7 million of equity, every retail dollar unsecured behind Fortress, contracted future interest exceeding principal, covenant compliance resting on waivers at two consecutive test periods, and $411 million of negative working capital, all disclosed in filings the marketing never quotes. AltStreet's assessment: this is a leveraged, refinancing-dependent energy credit whose retail coupons should be read as compensation for substantial speculative-credit risk, not conventional income-product yield — and whose marketing materially understates its structure. Read the 10-K before any webinar, prefer the cash-interest election or the listed preferred, and size the position for the possibility of impairment.

**Best for**

- High-yield credit investors who can underwrite subordinated single-issuer energy risk from the filings and size it as speculation
- Investors who specifically want the exchange-listed preferred (PHXE-P), where the market prices the risk daily and exit is on-screen
- Readers: the 10-K, 10-Qs, and prospectuses genuinely contain what an investor needs to decide
- Cash-interest-election buyers who treat the coupon as compensation for real impairment risk, not as savings-account yield

**Look elsewhere if**

- Your understanding of the product comes from the website, a webinar, or a phone call
- The money is retirement capital you cannot afford to have impaired or frozen to maturity
- You need any exit before maturity beyond a capped, below-par, suspendable put
- You read 'no missed payments' as evidence of debt capacity rather than of capital access
- You would elect compounding in a taxable account or concentrate at the Adamantium minimum

**Strengths**

- Full Exchange Act reporting with unusually granular debt disclosure — per-series tables, prompt covenant 8-Ks, insider holdings by name and coupon
- Real operating scale: seventh-largest Williston crude producer per the 10-K; revenue $57.6M → $687.2M in four years; first profit FY2025
- Five-year record of monthly cash interest with no located miss, and $67.0M of matured bonds repaid in FY2025
- A listed instrument (PHXE-P) giving the complex one market price and one daily exit
- Zero located enforcement actions; Latham & Watkins as counsel; voluntary graduation from Reg A to full registrant status

**Limitations**

- Every retail note is unsecured and structurally behind a $525M Fortress facility secured by substantially all assets
- Covenants failed at Dec 31, 2025 and monthly Apr-Jul 2026 — compliance currently rests on waivers from the senior lender
- Contracted future interest ($1.538B) exceeds principal; ~38% of FY2025 stated interest accrued rather than paid (derived)
- Equity of $40.7M (under 2% of assets) has swung negative twice in 18 months on derivative marks; reserves are internally estimated
- Marketing contradicts the filings on working capital and payment totals, and omits Fortress, subordination, and accrual entirely


## Who it fits

| Investor | Fit | Why |
| --- | --- | --- |
| Income investors drawn to the 9-14% monthly coupons | poor-fit |  |
| High-yield credit investors who price subordinated energy risk | neutral |  |
| Retirees and near-retirees marketed the bonds via webinars and radio | poor-fit |  |
| Investors considering the Series A Preferred (PHXE-P) on-exchange | neutral |  |
| Accredited investors offered Adamantium's 13-16.5% | poor-fit |  |
| Investors comparing Phoenix to mineral-rights funds and royalty platforms | neutral |  |
| Investors who value disclosure depth and will read it | neutral |  |


## Questions

**What is Phoenix Capital Group and how does it work?**

Phoenix Capital Group — renamed Phoenix Energy in January 2025 — is an oil and gas company that acquires mineral rights and drills and operates wells in the Williston Basin of North Dakota and Montana. It is not an investment platform in the marketplace sense: when you invest, you are lending money directly to the company. It offers unsecured corporate bonds at 9-14% (accredited investors, $25,000 minimum), Adamantium bonds at 13-16.5% ($2 million minimum), SEC-registered notes at 9-12% ($5,000 minimum), FlexNotes at 6-7% ($1,000 minimum), and a preferred share listed on NYSE American (PHXE-P). Interest is paid monthly in cash or compounds at your election. Your repayment depends entirely on one company's balance sheet — which carried $1.82 billion of debt against $40.7 million of equity at June 30, 2026.

**Is Phoenix Capital Group legit?**

Phoenix is a real operating company, not a scam by any evidence AltStreet located: it is the seventh-largest crude producer in the Williston Basin per its own 10-K, generated $687 million of FY2025 revenue, files audited financial statements with the SEC as a full reporting company, and AltStreet's August 2026 legal scan located no SEC, FINRA, or state enforcement actions against the company or its principals. 'Legit' and 'low-risk' are different questions. The same SEC filings show every retail bond is unsecured and behind a $525 million secured facility from Fortress, that the company failed its lender's covenants at year-end 2025 and again from April to July 2026 (waived both times), that contracted future interest exceeds the principal owed, and that 2025 operating cash flow alone could not service the debt. The company is real; the risk is also real, and it is documented in Phoenix's own filings rather than its marketing.

**Is there a Phoenix Capital Group lawsuit?**

The notable litigation AltStreet located runs in the other direction from what searchers usually mean: Phoenix has been the plaintiff. It sued Forbes Media over an October 2024 investigative article; the U.S. District Court for the District of Delaware dismissed the suit, ruling that the implications Phoenix claimed the article made rested on 'inferential leaps' that could not support defamation claims. Phoenix also sued a Texas firm, Incline Energy Partners, in 2022 (outcome unverified). AltStreet located no SEC, FINRA, or state enforcement actions against Phoenix or its principals, and the company's 10-K discloses no investigations and only ordinary-course litigation. Be aware that many 'Phoenix Capital Group lawsuit' and 'Phoenix Capital Group complaints' search results are content-farm pages, not court records — weight primary sources: the SEC filings and the court documents this review cites.

**Are Phoenix Capital Group bonds safe?**

They are unsecured loans to a single leveraged oil company — the opposite end of the risk spectrum from insured or principal-protected products, whatever the marketing's tone suggests. Specifically, per the company's own filings: your bond is behind a $525 million Fortress facility secured by substantially all assets; the equity cushion beneath all the debt was $40.7 million (under 2% of assets) at June 30, 2026 and has gone negative twice in eighteen months; the company's covenant compliance has depended on lender waivers at two consecutive test periods; and working capital is negative $411 million. The company has paid monthly interest without a located miss for five years — a real record, sustained per its own MD&A partly by raising new capital continuously. Price the bonds as speculative energy credit, not as savings yield.

**Is Phoenix Energy the same as Phoenix Capital Group?**

Yes — the company renamed itself from Phoenix Capital Group Holdings, LLC to Phoenix Energy One, LLC in January 2025, a rebrand reflecting its evolution from a mineral-rights buyer into an operated Bakken exploration and production company and its graduation into full SEC reporting status. Same company, same management, same CIK on EDGAR (0001818643); bonds sold under the Phoenix Capital Group name remain obligations of the renamed company. Two disambiguation traps: the old domain, phoenixcapitalgroup.com, now belongs to an unrelated trucking-factoring business (the company's site is phoenixenergy.com), and several unrelated companies worldwide also use the name Phoenix Energy — including a Northern Ireland gas network operator (formerly Phoenix Natural Gas), a UK business-energy broker, and Australian and California clean-energy firms. This review covers only the US oil and gas bond issuer.

**Does Phoenix Energy buy mineral rights?**

Yes — acquiring mineral and royalty interests in the Williston Basin is the company's original business and remains a core operation alongside its operated drilling. If you are a mineral owner who has received an offer from Phoenix Energy, note that selling your minerals to the company is an entirely different transaction from the bonds this review analyzes: you would be a counterparty in an asset purchase, not an investor in the company's debt. Standard mineral-owner diligence applies — obtain competing offers, understand what interests and depths the deed conveys, and consider that an operator buying your minerals generally expects to develop them at a return above what it pays. This review's analysis of the company's balance sheet is relevant to sellers mainly for one question: counterparty ability to close.

**What are Adamantium bonds?**

Adamantium Capital, LLC is a Phoenix financing subsidiary that sells the highest-coupon paper in the structure: unsecured bonds at 13.0-16.5% with a $2 million minimum, 5-11 year terms — $398.8 million sold to 181 investors as of April 2026. Proceeds are lent up to the parent company under an intercompany agreement at matching rates (a pass-through with no spread) that Phoenix and its own subsidiary can amend without bondholder consent. Holders can elect to let interest accrue rather than take cash, and early redemption is capped at 10% of outstanding principal per year at a discount to par. Phoenix insiders hold this paper themselves — the CEO $2.287 million at 15.0% and the CFO's family trust $3.0 million at 15.5%.

**Can I get my money out of Phoenix Capital Group bonds early?**

Only within narrow limits. The bonds have no secondary market, transfer requires the issuer's consent, and early redemption requests are capped at 10% of a program's outstanding principal per year and settle at a discount to par (FlexNotes early redemption pays 95% of principal). The FlexNotes prospectus also states the issuer is not required to redeem when 'prohibited by law or contract' — language that reaches its senior credit agreement with Fortress. Whether redemption requests have ever exceeded the caps is not disclosed. Matured bonds have been repaid ($67 million in FY2025). The one Phoenix instrument you can sell any trading day is the Series A Preferred (PHXE-P) on NYSE American.

**How can Phoenix Capital Group pay 13% interest?**

Three mechanisms, all visible in the filings. First, oil economics: Williston Basin production at scale generates real revenue ($687 million in FY2025), and the company hedges 75% of projected production under its credit agreement. Second, leverage: high-coupon retail debt funds drilling whose returns management believes exceed the coupon. Third — the part the marketing omits — continuous new issuance: the MD&A states 2025 operating cash flow alone could not fund cash interest, principal, and preferred distributions, and the company sold $92.5 million of new notes in the weeks after the June 2026 quarter alone. Also note that not all of the 13% is paid: roughly $61.6 million of FY2025's stated interest accrued or compounded rather than being paid in cash (derived from stated figures).

**Who owns Phoenix Capital Group? Who is Adam Ferrari?**

Adam Ferrari founded the business in 2019 and is CEO. Control is a family matter, disclosed candidly in the 10-K: voting control runs through Lion of Judah Capital, owned 50/50 by Ferrari's parents — Daniel Ferrari (76) chairs the board — while Adam Ferrari holds 100% of the economic interests with no voting rights. The five-person board includes the CEO, the CFO, the CEO's father, and the CEO's brother-in-law, with one outside director (Jason Wagner, audit committee chair); the CEO's spouse is chief marketing officer. Ferrari's prior company, Ferrari Energy, was the subject of an October 2024 Forbes article reporting a 2019 Colorado felony-theft guilty plea resolved through a deferred judgment (record sealed 2022); Ferrari's position is that he was never convicted — and under deferred-judgment mechanics both statements can be accurate. Phoenix's 10-K states there is no formal connection between Ferrari Energy and the current business.

**What is the minimum investment and what rates does Phoenix pay?**

Depends on the door: FlexNotes from $1,000 at 6-7% (registered, junior lien, put windows); Registered Notes from $5,000 at 9-12% (3-11 year terms); the flagship 506(c) private bonds from $25,000 at 9-14% (accredited only, 1-11 years); Adamantium from $2,000,000 at 13-16.5%; and the Series A Preferred, bought on NYSE American at the market price (issued at $20 against a $25 liquidation preference, initially a 12.5% current yield on the issue price). Apart from the FlexNotes' junior lien, the notes are unsecured claims on the same underlying company — and no offering document explains why the same issuer pays 6% through one door and 16% through another.

**Is Phoenix Capital Group FDIC insured?**

No. Phoenix bonds are corporate debt of an oil and gas company — not deposits, not insured by the FDIC or SIPC in any way that protects principal, and not guaranteed by anyone. If the company cannot pay, bondholders are unsecured creditors standing behind Fortress's $525 million secured claim in any recovery. The monthly interest resembles savings-account income only in cadence; the risk is that of a leveraged single-issuer high-yield bond, as the company's own SEC risk factors state at length.

**How does Phoenix compare to mineral rights funds or royalty platforms?**

Different asset entirely. On a royalty platform or in a mineral fund, investors own (directly or through a fund) interests in wells and acreage — asset exposure with commodity risk but no issuer leverage between them and the barrels. A Phoenix bondholder owns a fixed claim on a leveraged operator whose assets are pledged to its senior lender: the oil can perform while the bondholder's position deteriorates (through leverage, covenant stress, or subordination), and no bond participates in upside beyond its coupon. Investors who want oil and gas exposure should compare royalty products (see AltStreet's mineral-rights category hub); investors who want double-digit energy yield should also price the public high-yield bonds of established Williston Basin operators — Chord Energy and Continental Resources are the basin's reference names — which offer market-tested pricing and daily liquidity for comparable energy credit exposure.


## Update history

**September 16, 2026: Verification sweep: Fortress lends another $75 million under Amendment No. 10, and no filing since August 17**

AltStreet triaged the 17 signals its monitoring attached to Phoenix Energy One, LLC (CIK 0001818643) on August 30, 2026: the FlexNotes S-1 (June 2), S-1/A (June 25), the 424B4 prospectus that went effective July 7, seven 424B3 supplements from June 18 to August 17, 8-Ks of June 2, July 8 and August 17, and the second-quarter 10-Q of August 10. The review published August 29 already reads the S-1, the effective prospectus and the 10-Q. One disclosure post-dates the 10-Q's June 30 balance sheet and was not in the review: the August 17 8-K reports Amendment No. 10 to the Fortress credit agreement, effective August 12, 2026, adding $75 million of delayed-draw term loan commitments that were fully drawn at effectiveness. EDGAR shows no filing by the company after August 17 as of September 16. Scores are unchanged; the leverage finding is reinforced in the direction the review already pointed.


## Evidence appendix

Platform website captured August 28, 2026.

Review synthesized from: (1) SEC EDGAR — the FY2025 Form 10-K (read in full: business, risk factors, MD&A liquidity discussion, indebtedness note, related-party note, restatement disclosures, executive compensation, and controls sections), the Q1 and Q2 2026 Form 10-Qs (per-series debt tables; covenant and subsequent-event disclosures), the 504-page FlexNotes S-1 prospectus effective July 7, 2026 (plan of distribution, redemption mechanics, and risk factors), the Series A Preferred Reg A offering circular (File 024-12634, dated August 27, 2025), Form D/D-A filings for the 506(c) (April 2026) and Adamantium offerings, four Reg A-era Form 1-K annual reports (FY2021-FY2024), and 8-K non-reliance and waiver disclosures; (2) a 104-page capture of phoenixenergy.com (August 2026) tested claim-by-claim against the filings; (3) federal court records in the company's defamation suit against Forbes (D. Del., dismissed); (4) a legal scan across SEC, FINRA, and state enforcement lanes plus attributed press reporting. Ten financial periods and two Form D offering snapshots are ingested into AltStreet's data layer. Derived figures (accrued-interest share, issuance-cost ratio, average check sizes, preferred proceeds) show their arithmetic from stated figures.

**Highlights**

- CONFIRMED (Q2 2026 10-Q debt table, reconciling exactly to the $1,820,786K total): Fortress senior secured $525,000K; August 2023 506(c) bonds $784,906K (9-14%, 1-11yr; largest bucket eleven-year 13-14% paper at $341,766K); Adamantium bonds $314,234K (13-16%, 5-11yr); Registered Notes $75,520K; Exchange Notes $34,359K; Reg A bonds $26,506K (9%); December 2022 program $43,457K; Senior Reg D bonds $7,504K; Adamantium Secured Note $9,300K (16.5%, unnamed holder).
- CONFIRMED (FY2025 10-K): contracted future interest obligations of $1.538 billion at December 31, 2025 against $1.53 billion of principal; cash interest paid $98.6 million versus $160.2 million of stated interest cost (the ~$61.6 million difference accrued/compounded — derived); debt issuance costs paid $79.9 million (~13.5% of the year's gross raise, derived); MD&A statement that 2025 operating cash flow alone was insufficient to fund cash interest, principal, and preferred distributions.
- CONFIRMED (10-K and 8-K disclosures): all three Fortress financial covenant families failed at December 31, 2025, waived February 12, 2026 in an amendment under which Fortress lent an additional $75 million; current-ratio covenant failed for each month April-July 2026 and a swap covenant at June 30, 2026, waived August 10, 2026. Fortress terms: SOFR+7.10%, first-priority lien on substantially all assets, exit premiums of 1.12-1.18x, 75% hedge mandate, $5 million/quarter preferred-redemption cap.
- DATA-VERIFIED (AltStreet data layer, ten periods): revenue $57.6M (FY2022) → $118.1M → $281.2M → $687.2M (FY2025); net income -$0.7M → -$48.3M → -$24.8M → +$66.1M; Q1 2026 net loss $140.1M and Q2 2026 net income $106.0M (H1 net loss $34.1M; H1 derivative losses $177.2M); members' equity +$78.2M (Dec 2025) → -$63.6M (Mar 2026) → +$40.7M (Jun 2026); total assets $1.81B → $2.22B. H1 2026 revenue $704.5M including $185.1M of purchased-crude resale.
- CONFIRMED (Form D/A filings, April 2026): August 2023 506(c) program $2.0 billion authorized / $1,140,071,000 sold / 3,049 investors / $25,000 minimum (average ~$374K, derived); Adamantium $600 million authorized / $398,773,000 sold / 181 investors / $2,000,000 minimum (average ~$2.2M, derived).
- CONFIRMED (FlexNotes prospectus, verbatim carve-out): the issuer 'will not be required to redeem any Notes at any time when the Issuer or any of its Subsidiaries or Affiliates is prohibited by law or contract from doing so'; early redemption at 95% of principal; distribution in-house under Rule 3a4-1 (officers named) with staff commissions of 0.25-0.60% and Crescent Securities Group as managing broker-dealer at 0.20-0.40% (total stated drag ≤0.81%).
- CONFIRMED (253G1, August 27, 2025): Series A Preferred sold at $20.00 per share against a $25.00 initial stated liquidation preference — distributions computed on the preference (10.00% to October 2028, then 10.50%, then 11.00% from October 2029; 12.5% current yield on the issue price initially); company-redeemable at $27.50; NYSE American listing a condition of the offering (completed September 2025, PHXE-P). 2,704,023 shares outstanding at June 30, 2026 (~$54M raised at $20, derived); Q2 2026 dividends paid $1.7 million.
- CONFIRMED (10-K governance disclosures): LJC voting interests held 50/50 by Daniel Ferrari (76, chairman) and Charlene Ferrari; CEO Adam Ferrari holds 100% of LJC economic interests with no voting rights; five-person board comprising the CEO, CFO Curtis Allen, the CEO's father, the CEO's brother-in-law, and outside director Jason Wagner (audit chair); the CEO's spouse serves as chief marketing officer. CEO compensation of $7,425,000 for 2025 computed as 1.10% of an LJC-assumed $500 million revenue figure; no clawback disclosed. Insider bond holdings: CEO $2,287,000 of Adamantium bonds at 15.0%; CFO family trust $3,000,000 at 15.5%.
- CONFIRMED (non-reliance disclosures): two restatement events — September 2024 (FY2022) and March 2025 (FY2023, FY2022, and semiannual periods) — for debt issuance costs expensed rather than amortized and interest not capitalized. Six material weaknesses identified; disclosure controls concluded not effective at December 31, 2025; first management ICFR assessment due with the FY2026 10-K; new accounting system live January 2026. Auditor: Ramirez Jimenez International CPAs (PCAOB ID 820), unqualified opinion, no going-concern qualification. Reserves estimated by an internal engineer.
- SITE-VS-FILINGS (104-page capture, August 2026): (1) the '$308.6M Paid to Bondholders — No Missed Payments' headline counts interest 'paid and accrued' per its own footnote; (2) the invest page's 'our current assets outweigh our liabilities' claim against filed negative working capital of $245M (Dec 2025) deepening to $411.2M (Jun 2026); (3) zero mentions of Fortress, subordination, or interest accrual across the capture; (4) internal inconsistencies on which broker-dealer (Crescent vs Dalmore) and which transfer agent serve which product; (5) '97% investor satisfaction' sourced to a self-selected webinar poll (~840 respondents) combining 'very' and 'somewhat' satisfied — platform-reported.
- ATTRIBUTED REPORTING (Forbes, October 2024; carried both-sides): the article reported roughly 95% of bond sales to investors 55 and older, about half of invested funds from retirement accounts, roughly half of holders electing compounding, and $36.7 million of 2023 marketing spend. Phoenix disputed the article and sued Forbes Media for defamation; the U.S. District Court for the District of Delaware dismissed the suit, finding the implications the company alleged rested on 'inferential leaps' that could not support the claims. AltStreet cites the article's factual claims as attributed reporting only.
- BOTH-SIDES (CEO background, per attributed reporting and court records): Forbes reported that Adam Ferrari entered a 2019 guilty plea to felony theft in Colorado, resolved through a deferred judgment, in a matter arising from his prior company, Ferrari Energy; the record was sealed in May 2022. Ferrari's stated position is that he was never convicted — and under Colorado deferred-judgment mechanics, a completed deferral ends without a conviction, so both statements can be accurate. Phoenix's 10-K states there is no formal connection between Ferrari Energy, LLC and the current business. The matter appears in no Phoenix risk factor or biographical disclosure.
- CONFIRMED (legal scan, August 2026): no SEC, FINRA, or state enforcement actions located against Phoenix Energy One, Adamantium Capital, or any principal; Item 1B (unresolved staff comments) states none; Item 3 discloses ordinary-course litigation only. Phoenix-as-plaintiff litigation: the dismissed Forbes suit and a 2022 suit against Incline Energy Partners (outcome unverified). Search results, not guarantees.
- CONFIRMED (repayment record): $67.0 million of bonds repaid in FY2025; $92.5 million of new notes sold subsequent to the June 30, 2026 quarter close 'through its investor program' per the 10-Q; no missed cash interest payment located.

**Primary source pages**

- SEC EDGAR — Phoenix Energy One, LLC (CIK 0001818643): 10-K (FY2025), 10-Q (Q1-Q2 2026), S-1 (FlexNotes), 1-A/253G (Series A Preferred, File 024-12634), 1-K (FY2021-FY2024), Form D/A (Aug 2023 program), 8-A12B, 8-Ks
- SEC EDGAR — Adamantium Capital, LLC (CIK 0001994177): Form D/A (April 2026)
- FY2025 Form 10-K (filed 2026-03-17) — indebtedness note, MD&A liquidity discussion, covenant disclosures, compensation, controls
- Q2 2026 Form 10-Q (filed 2026-08-10) — per-series debt table, waiver disclosure, subsequent events
- FlexNotes prospectus (S-1, effective 2026-07-07, 504 pages) — plan of distribution, redemption provisions
- Series A Preferred offering circular (253G1, dated 2025-08-27)
- phoenixenergy.com (104-page capture, August 2026, including the invest, bond, FAQ, and performance pages)
- Phoenix Capital Group Holdings, LLC v. Forbes Media — U.S. District Court, District of Delaware (dismissal opinion)


## Related

- Full review (HTML): https://altstreet.investments/platforms/reviews/phoenix-capital-group
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Source page: https://altstreet.investments/platforms/reviews/phoenix-capital-group
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AltStreet reads what platforms, funds and issuers file with the SEC and what they tell investors, and publishes the difference. Figures are as filed or as captured on the date stated; nothing here is investment advice.