Phoenix Energy One, LLC

S-11 d125339ds1.htm S-1

As filed with the U.S. Securities and Exchange Commission on June 2, 2026.

**Registration No. 333- **

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

**FORMS-1 **

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

18575 Jamboree Road, Suite 830

Irvine, California 92612

**(303)749-0074 **

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Curtis Allen

Chief Financial Officer

18575 Jamboree Road, Suite 830

Irvine, California 92612

**(949)416-5037 **

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:

Christopher J. Clark, Esq.

Ross McAloon, Esq.

Latham & Watkins LLP

555 Eleventh Street, NW, Suite 1000

Washington, District of Columbia 20004-1304

**(202) 637-2200 **

**Approximate date of commencement of proposed sale to the public:**From time to time after the effectiveness of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JUNE 2, 2026

PROSPECTUS

**$100,000,000 Phoenix Flex Junior Secured Notes TM **

Senior Subordinated Junior Lien Notes

Comprising

This is the initial public offering of our Senior Subordinated Junior Lien Notes, marketed and sold as “Phoenix Flex Junior Secured Notes TM” (the “Notes”). We are offering up to $100,000,000 in aggregate principal amount of Notes on a continuous basis.

We will offer the Notes with a scheduled maturity of ten years from the date of initial issuance of such Notes. We will issue Notes with specific Set Put Intervals (as defined below) and interest payment methods in the amounts set forth in this prospectus. Interest will accrue on the Notes at the rates set forth in this prospectus for each Set Put Interval and interest payment method, which range from 6.00%per annum to 7.00%per annum. Interest will be payable on the Notes either in cash, monthly in arrears on the tenth day of each month or, if such day is not a Business Day (as defined below), the immediately preceding Business Day (such Notes, “Cash Interest Notes”), or by compounding such interest daily from and including the date of initial issuance (such Notes, “Compound Interest Notes”). When you purchase Notes, you will select an available interest payment method and related interest rate, as well as an available interval in which you may request redemption, as described in “Description of Notes—Mandatory Redemption; Repurchase at the Option of the Holders.” Such intervals will span three, six, nine, twelve, or eighteen months (each, a “Set Put Interval,” and the last day of each Set Put Interval being a “Set Put Date”). See “Prospectus Summary—The Offering.”

The Notes will be our senior subordinated obligations and will not be guaranteed by any of our subsidiaries or affiliates. The Notes will be secured on a junior basis, equally and ratably with all of our parity lien indebtedness, by mortgages on certain of our properties, as determined by the Issuer in its sole discretion, which mortgages will be junior to the security interest under the Fortress Credit Agreement (as defined herein) and any other senior-priority secured indebtedness (such mortgages, together with any other assets we elect to provide as collateral, the “Collateral”), subject to certain limitations and exceptions and Permitted Liens (as defined herein). The indenture governing the Notes will provide that we may automatically and unconditionally add or release Collateral at our discretion, without the consent of or notice to the trustee or collateral agent under the indenture or the holders of the Notes, subject to compliance with the Loan-to-Value Ratio (as defined herein). See “Risk Factors—Risks Related to the Collateral—The value of the Collateral securing the Notes may not be sufficient to satisfy our obligations under the Notes,”* *“Risk Factors—Risks Related to the Collateral—We will have control

over the Collateral, and the sale or disposition of particular assets could reduce the pool of assets securing the Notes,” and “Description of Notes—Security.”

The Notes will rank contractually senior in right of payment to all of our indebtedness and other obligations that are expressly subordinated in right of payment to the Notes; effectively senior to any of our unsecured indebtedness and other obligations and indebtedness secured by liens junior to the liens securing the Notes, in each case, to the extent of the value of the Collateral; without giving effect to collateral arrangements,pari passu in right of payment with all of our senior indebtedness (other than Senior Debt (as defined below)); effectively equal to all of our senior indebtedness secured by the Collateral on the same priority basis as the Notes (other than Senior Debt); contractually subordinated to any Senior Debt; effectively junior to any of our secured indebtedness and other obligations that are secured by assets that do not constitute Collateral to the extent of the value of the assets securing such indebtedness or other obligations; and effectively junior to any liabilities (including trade payables) or preferred equity of our subsidiaries. As of March 31, 2026, after giving effect to the sale of the Notes offered hereby (but not the use of proceeds therefrom, including to repay other indebtedness), we would have had approximately $1,802.3 million of indebtedness outstanding, including $812.3 million that will rank contractually senior to the Notes, of which $525.0 million constitutes senior priority secured indebtedness under the Fortress Credit Agreement, $132.0 million that will rank contractuallypari passu with the Notes, without giving effect to collateral arrangements, and $758.0 million that will be contractually subordinated to the Notes. In addition, as of March 31, 2026, we had approximately $67.6 million in liquidation preference of Series A Preferred Shares (as defined below) outstanding. See “Risk Factors—Risks Related to the Notes and this Offering—Your right to receive payment under the Notes is contractually subordinated to Senior Debt,” “Risk Factors—Risks Related to the Notes and this Offering—The Notes are the Issuer*’s obligations alone and will be structurally subordinated to all obligations of the Issuer’*s existing and future subsidiaries,” and “Description of Notes—Ranking.”

We recorded net income (loss) of $(140.1) million and $5.6 million for the three months ended March 31, 2026 and 2025, respectively, and net income (loss) of $66.1 million, $(24.8) million, and $(16.2) million for the years ended December 31, 2025, 2024, and 2023, respectively. Through 2025, we incurred a significant amount of debt in order to accelerate the growth of our business by acquiring additional assets and establishing our direct drilling operations. As a result, our cash flows from operations alone would not have been sufficient to service required cash interest and principal payment obligations under our then-existing debt and cash distributions on our preferred equity in 2025. Furthermore, as of December 31, 2025, we estimate that we will need to make approximately $1,064.1 million and $2,167.3 million in capital expenditures to develop all our proved and probable undeveloped reserves, respectively, and that we will need to raise approximately $669.8 million in additional capital through the end of 2028 to fund such development. Although we expect our cash flows from operations to be sufficient to service cash interest and principal payment obligations under our debt arrangements and cash distributions on our preferred equity for the foreseeable future, our current development plan contemplates capital expenditures in excess of operating cash flow in certain periods. Accordingly, we intend to fund a portion of our growth capital through a combination of operating cash flow, available borrowing capacity, and capital markets transactions, consistent with our historical practice. We regularly evaluate our capital structure and liquidity profile to maintain appropriate financial flexibility while executing our development plan. We may from time to time refinance, extend, or restructure portions of our indebtedness through capital markets transactions or private financing arrangements in order to optimize maturities and cost of capital. See the section of this prospectus entitled “Risk Factors—Risks Related to the Notes and this Offering—We may invest or spend the proceeds of this offering in ways with which you may not agree,” as well as the sections entitled “Risk Factors—Risks Related to Our Business and Operations—The acquisition and development of our properties, directly or through our third-party E&P operators, will require substantial capital, and we and our third-party E&P operators may be unable to obtain needed capital or financing on satisfactory terms or at all, including as a result of increases in the cost of capital resulting from Federal Reserve policies regarding interest rates and otherwise,” “Risk Factors—Risks Related to Our Indebtedness—Despite our current level of indebtedness, we will still be able to incur substantially more debt. This could further exacerbate the risks to our financial condition described above,” “Risk Factors—Risks Related to Our Indebtedness—We may not be able to generate sufficient cash to service all of our existing and future indebtedness, including the Registered Notes, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful,” and

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026, each of which is incorporated by reference herein.

We may redeem any Note, in whole or in part, at any time, at a redemption price equal to the then-outstanding principal amount thereof, plus accrued and unpaid interest, to, but excluding, the date of redemption. We may also purchase Notes, in whole or in part, at any time, through open-market or privately negotiated transactions with noteholders or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices, as well as with such consideration, as we may determine.

Subject to the provisions described in “Description of Notes—Subordination,” from the initial issuance of such Notes until the Set Put Date immediately preceding maturity of such Notes, a holder may require us to redeem all or a portion of such holder’s Notes (subject to minimum denominations) on the Wednesday on or immediately preceding the applicable Set Put Date for such Notes, beginning with the first Set Put Date for the applicable Set Put Interval following the initial issuance of such Notes, at a price equal to 100% of the aggregate principal amount of such Notes, plus (i) with respect to Compound Interest Notes, accrued and unpaid interest thereon to, but excluding, such repayment date, or (ii) with respect to Cash Interest Notes, the amount of interest that would have accrued on such Notes from, and including, the most recent interest payment date to, but excluding, the applicable Set Put Date. A request for redemption on a Set Put Date must be given at least 30 calendar days but no more than 45 calendar days prior to the next succeeding Set Put Date. If we do not receive notice from a holder by such date, we will be under no obligation to redeem such holder’s Notes on the next succeeding Set Put Date and the Notes will remain outstanding. Furthermore, subject to the provisions described in “Description of Notes—Subordination,” a holder may require us, at any time and from time to time prior to maturity, to redeem its Notes at a price equal to 95% of the aggregate principal amount of such Notes plus accrued and unpaid interest to, but excluding, the date of redemption, subject to certain exceptions and to an annual cap on all such redemptions of 10% of the aggregate principal amount of all Notes issued and outstanding as of the first day of the calendar quarter in which such request is made (the “10% Limit”). The principal amount of any Notes requested for redemption by, and redeemed from, our directors, our executive officers, or their respective family members during any calendar year will not be included in calculating the 10% Limit with respect to any other holders for such calendar year; however, such redemptions will be included in calculating the 10% Limit with respect to our directors, our executive officers, and their respective family members. Noteholders will not otherwise have the right to require us to redeem any Notes. If we are prohibited by law or contract (including the terms of our indebtedness) from redeeming Notes, or the 10% Limit limits a holder’s ability to have its Notes redeemed, the holder may have to hold its Notes to maturity. Our ability to redeem Notes may also be limited by our then-existing financial resources. We cannot assure you that sufficient funds will be available when necessary to make any required purchases. See “Risk Factors—Risks Related to the Notes and this Offering—Holders of Notes will have a limited right to require us to redeem their Notes, and we may not be able to repurchase such Notes when requested” and “Description of Notes—Mandatory Redemption; Repurchase at the Option of the Holders.”

The Notes will be issued only in registered form in minimum denominations of $1,000, and the initial minimum investment amount per holder will be $1,000 (the “Minimum Purchase Amount”). From time to time, we may, however, accept investments of less than the Minimum Purchase Amount or increase or decrease the Minimum Purchase Amount. There is no aggregate minimum purchase amount of Notes we are seeking to offer. We have the right to reject any investment, in whole or in part, for any reason.

The Notes will be a new issue of securities for which there is currently no established public trading market or trading platform for the Notes. The Notes will not be listed on any securities exchange or automated quotation system. Notes will be transferable by a holder only with our prior written consent, which we may provide at our sole discretion and determine on an ad hoc basis. Accordingly, there can be no assurance as to the development of a trading platform, or the development or liquidity of any market, for the Notes, or that you will be able to transfer your Notes. Therefore, you must be prepared to hold your Notes to maturity. See “Risk Factors—Risks Related to the Notes and this Offering—Notes may only be transferred with our consent. There is no established

trading market for the Notes and an active trading market for the Notes is not expected to develop” and “Description of Notes—Transfer.”

Phoenix Equity Holdings, LLC, a Delaware limited liability company (“Phoenix Equity”) owns 100% of our common equity interests and, as a result, other than under the limited circumstances described in our Third Amended and Restated Limited Liability Company Agreement (the “Third ARLLCA”) in which holders of the Series A Preferred Shares have specific designation rights, has the right to appoint all members to our board of directors. Lion of Judah Capital, LLC, a Delaware limited liability company (“LJC”), controls Phoenix Equity and, therefore, indirectly has control over our management. Daniel Ferrari and Charlene Ferrari each own 50% of the voting membership interests in, and are the managers of, LJC. Adam Ferrari, our Chief Executive Officer and the son of Daniel and Charlene Ferrari, owns 100% of the economic interests in LJC, but has no voting or managerial interest in LJC. Adam Ferrari is also the manager of Phoenix Equity.

We are offering the Notes directly, without an underwriter or placement agent, and on a continuous basis. We have not made any arrangement to place any of the proceeds from this offering in an escrow, trust, or similar account. The Notes will be offered to prospective investors on a commercially reasonable efforts basis by Crescent Securities Group, Inc. (“Crescent” or, in its capacity as our broker/dealer of record, the “Managing Broker-Dealer”), a Texas corporation and a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). “Commercially reasonable efforts” means that our broker/dealer of record is not obligated to purchase any specific number or dollar amount of Notes, but will use commercially reasonable efforts to sell the Notes. We reserve the right to engage additional broker-dealers who are members of FINRA (“selling group members”) to assist in the sale of the Notes.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read this entire prospectus and any amendments or supplements carefully before you make an investment decision.

Investors will be required to satisfy the suitability requirements described in this prospectus in order to purchase Notes. The method for submitting subscriptions and a more detailed description of the offering process are included in “Plan of Distribution—Financial Suitability Requirements” beginning on page 85 of this prospectus.

Investing in the Notes involves a high degree of risk and should only be considered by those who can afford to lose their entire investment. Before you invest in Notes, you should carefully read the section entitled “Risk Factors” beginning on page 28 of this prospectus.

Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The Notes are not certificates of deposit or similar obligations guaranteed by any depository institution and are not insured by the Federal Deposit Insurance Corporation or any governmental or private insurance fund, or any other entity. We do not contribute funds to a separate account such as a sinking fund to repay the Notes upon maturity.

The date of this prospectus is , 2026.