Phoenix Energy One, LLC
For the period ended Sep 30, 2025. Filed Nov 12, 2025.
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Sep 30, 2025 · Filed Nov 12, 2025
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Unregistered Sales of Equity Securities and Use of Proceeds
| (a) | Recent Sales of Unregistered Securities: On September 29, 2025, Company completed its offering of Preferred Shares pursuant to Tier 2 of Regulation A+ promulgated under the U.S. Securities Act of 1933, as amended. The Preferred Shares were offered pursuant to the Company’s offering statement on Form 1-A, initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 26, 2025 and initially qualified by the SEC on August 27, 2025. For more information, see the Company’s Current Report on Form 8-K filed with the SEC on September 30, 2025. |
| (b) | Use of Proceeds: On May 14, 2025, the Registration Statement was declared effective, pursuant to which the Issuer intends to sell up to $750.0 million aggregate principal amount of Registered Notes on a continuous basis. The offering of the Registered Notes is ongoing and, as of the date of this Quarterly Report, the Issuer has sold $18.4 million of Registered Notes. |
On September 29, 2025, the Company sold an aggregate of 2,704,023 Preferred Shares representing $67,600,575.00 in initial liquidation preference at a public offering price of $20.00 per share for gross proceeds of approximately $54.1 million, before payment of selling agent commissions of approximately $4.2 million and transaction fees and expenses.
The Company plans to use the net proceeds from these offerings (a) to make investments in Phoenix Operating, LLC or to otherwise finance potential drilling and exploration operations, (b) to purchase mineral rights andnon-operated working interests, as well as for additional asset acquisitions, and (c) for other working capital needs.
| (c) | Purchases of Equity Securities by the Issuer and Affiliated Purchasers: None. |
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