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1-A: Filer InformationIssuer CIK | 0001818643 | Issuer CCC | XXXXXXXX | DOS File Number | | Offering File Number | 024-11723 |
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1-A: Item 1. Issuer Information1-A: Item 2. Issuer Eligibility1-A: Item 3. Application of Rule 2621-A: Item 4. Summary Information Regarding the Offering and Other
Current or Proposed Offerings1-A: Item 5. Jurisdictions in Which Securities are to be Offered1-A: Item 6. Unregistered Securities Issued or Sold Within One
YearUnregistered Securities Issued or Sold Within One Year
None
Unregistered Securities Issued
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 | 43343 | (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. | 43343000.00 | (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)).
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Unregistered Securities Issued
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 | 5142 | (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. | 5142000.00 | (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)).
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Unregistered Securities Issued
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 | 45854 | (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. | 45854000.00 | (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)).
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Unregistered Securities Issued
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 | 23200 | (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. | 23200000.00 | (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)).
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Unregistered Securities Issued
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 | 11747 | (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. | 11747000.00 | (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)).
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Unregistered Securities Issued
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 | 91024 | (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. | 91024000.00 | (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)).
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Unregistered Securities Issued
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 | 27167 | (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. | 27167000.00 | (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)).
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Unregistered Securities Issued
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 | 47136 | (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. | 47136000.00 | (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)).
| |
Unregistered Securities Issued
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 | 13835 | (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. | 13835000.00 | (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)).
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Unregistered Securities Issued
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 | 38517 | (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. | 38517000.00 | (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)).
| |
Unregistered Securities Issued
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 | 1921 | (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. | 1921000.00 | (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)).
| |
Unregistered Securities Issued
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 | 98581 | (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. | 98581000.00 | (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)).
| |
Unregistered Securities Issued
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 13-16% Reg D Bonds | (2) Total Amount of such securities issued | 40908 | (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. | 40908000.00 | (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)).
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Unregistered Securities Act
(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 |
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