凤凰能源一号有限责任公司A轮优先股美股招股说明书（2026-06-18版）

This prospectus supplement updates, amends, and supplements the prospectus, dated May 4, 2026 (as updated, amended, andsupplemented to date, the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-282862). Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the This prospectus supplement is being filed to update, amend, and supplement the information included in the Prospectus withthe information set forth below relating to our recent decision regarding allowing investors to make purchases with credit cards.The information set forth below under the captions “Updates to Our Risk Factors” and “Updates to the Plan of Distribution” This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read inconjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto,except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the Investing in the Notes involves risks. See “Risk Factors” beginning on page 27 of the Prospectus. Neitherthe U.S.Securities and Exchange Commission nor any state securities commission has approved ordisapprovedof these securities or passed upon the adequacy or accuracy of this prospectus supplement or theaccompanying Prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is June 18, 2026. Updates to Our Risk Factors The following is added as an additional risk factor under the “Risk Factors—Risks Related to the Notes and this Offering”section of the Prospectus: Using a credit card to purchase Notes may impact the return on your investment as well as subject you to other risks inherent inthis form of payment. Investors in this offering have the option of paying for their investment with a credit card, which is not usual in the traditionalinvestment markets. Transaction fees charged by your credit card company (which can reach 5% of transaction value if considereda cash advance) and interest charged on unpaid card balances (which can reach or exceed 25% in some states) add to the effective Using a credit card is a relatively new form of payment for securities and will subject you to other risks inherent in this formof payment, including that, if you fail to make credit card payments (e.g. minimum monthly payments), you risk damaging yourcredit score and payment by credit card may be more susceptible to abuse than other forms of payment. Moreover, where a third- The increased costs due to transaction fees and interest may reduce the return on your investment. The SEC’s Office ofInvestor Education and Advocacy issued an Investor Alert dated February 14, 2018 entitledCredit Cards and Investments – A RiskyCombination, which explains these and other risks you may want to consider before using a credit card to pay for your investment. Updates to the Plan of Distribution The fourth paragraph of the “Plan of Distribution—Offering Process” section of the Prospectus is hereby deleted and replacedin its entirety by the following: Subscription agreements may be also submitted electronically through our website. Generally, when submitting a subscriptionagreement electronically, you will be required to agree to various terms and conditions by checking boxes, and to review andelectronically sign any necessary documents. You may pay the purchase price for your Notes by check, ACH, wire transfer, orcredit card in accordance with the instructions in the subscription agreement. All checks should be made payable to “PhoenixEnergy One, LLC.” In connection with any payments made by credit card, we will pay EquiDeFi, Ltd, a third-party serviceprovider, credit card processing fees of 4.0% plus $0.30 per transaction, plus any charge back fees or expenses. For clarity, Equidefiis not acting as a broker, dealer, underwriter, placement agent or selling agent for, and does not solicit or recommend, the purchaseof Notes, does not provide investment advice, and does not receive any commission, concession or other compensation inconnection with the solicitation or effecting the sale of Notes. By completing and executing your subscription agreement you will