phoenix_pqaletter
Phoenix Capital Group Holdings, LLC
4643 Ulster Street, Suite 1510
Denver, Colorado 80237
January 3, 2023
VIA EDGAR
Anuja A. Majmudar
Division of Corporation Finance
Office of Energy & Transportation
United States Securities and Exchange Commission
Mail Stop 3233
100 F Street, N.E.,
Washington, DC 20549
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Re:
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Phoenix Capital Group Holdings, LLC
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Offering Statement on Form 1-A POS
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Filed December 23, 2023
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File No. 024-11723
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Dear Ms. Majmudar:
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 January 5,
2023 at 4:00 p.m. ET, or as soon thereafter as is reasonably
practicable.
In making this request, the Company acknowledges the
following:
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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
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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
Lindsey Wilson