Phoenix Energy One LLC Series A Pfd美股招股说明书(2026-08-10版)

PROSPECTUS SUPPLEMENT NO. 2(To Prospectus dated July 7, 2026) PHOENIX ENERGY ONE, LLC This prospectus supplement updates, amends, and supplements (i) the prospectus, dated May 4, 2026 (as updated, amended, and supplemented to date, the“Unsecured Notes Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-282862), and (ii) the prospectus, dated July 7,2026 (as updated, amended, and supplemented to date, the “Secured Notes Prospectus” and, together with the Unsecured Prospectus, the “Prospectuses”), whichforms a part of our Registration Statement on Form S-1 (Registration No. 333-296428). Capitalized terms used in this prospectus supplement and not otherwisedefined herein have the meanings specified in the Unsecured Notes Prospectus or Secured Notes Prospectus, as applicable. This prospectus supplement is being filed to update, amend, and supplement the information included in each of the Prospectuses with the informationcontained in our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, filed with the SEC on August 10, 2026, which is set forth below. This prospectus supplement is not complete without the applicable Prospectus. This prospectus supplement should be read in conjunction with each of theProspectuses, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in thisprospectus supplement updates or supersedes the information contained in the applicable Prospectus. Please keep this prospectus supplement with the applicableProspectus for future reference. Investing in the Notes involves risks. See “Risk Factors” beginning on page 27 of the UnsecuredNotes Prospectus and on page 29 of the Secured Notes Prospectus. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passedupon the adequacy or accuracy of this prospectus supplement or the accompanying Prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is August 10, 2026. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549FORM 10-Q (Mark One)QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ For the quarterly period ended June 30, 2026 OR Commission File Number: 001-42868 PHOENIX ENERGY ONE, LLC (Exact Name of Registrant as Specified in its Charter) 83-4526672(I.R.S. EmployerIdentification No.) Delaware(State or other jurisdiction ofincorporation or organization)18575 Jamboree Road, Suite 830Irvine, California(Address of principal executive offices) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirementsfor the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” inRule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒Emerging growth company☐ Accelerated filer Smaller reporting company 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 orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ As of August 7, 2026, there were 100,000,000 common shares of the registrant outstanding. All of the registrant’s common shares are owned by PhoenixEquity Holdings, LLC. Table of Contents PART I.FINANCIAL INFORMATIONItem 1.Financial Statements (Unaudited)Condensed Consolidated Balance SheetsCondensed Consolidated Statements of OperationsCondensed Consolidated Statements of Changes in Equity (Deficit)Condensed Consolidated Statements of Cash FlowsNotes to the Condensed Consolidated Financial StatementsItem 2.Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem 3.Quantitative and Qualitative Disclosures About Market RiskItem 4.Controls and Procedures PART II.OTHER INFORMATIONIt