Phoenix Capital Group Holdings, LLC
18575 Jamboree Road, Suite 830
Irvine, CA 92612
September 29, 2023
VIA EDGAR
Claudia Rios
Division of Corporation Finance
Office of Energy & Transportation
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
| Re: | Phoenix Capital Group Holdings, LLC | |
| Post-Qualification Amendment to Offering Statement on Form 1-A | ||
| Filed September 28, 2023 | ||
| File No. 024-11723 |
Dear Ms. Rios:
On behalf of the Company, I respectfully request that the qualification date of the offering statement be accelerated and that the offering statement be declared qualified on September 29, 2023 at 5:00 p.m. ET, or as soon thereafter as is reasonably practicable.
In making this request, the Company acknowledges the following:
| • | should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing qualified, it does not foreclose the Commission from taking any action with respect to the filing; |
| • | the action of the Commission or the staff, acting pursuant to delegated authority, to declare the filing qualified does not relieve the Company from its full responsibility for the adequacy and accuracy of disclosure in the filing; and |
| • | the Company may not assert staff comments and/or qualification as a defense in any proceeding initiated by the Commission or any person under the federal securities law of the United States. |
| Very truly yours, |
| /s/ Lindsey Wilson |
| Manager |