Last updated: September 8, 2026
What this page covers
This page describes the regulatory status of Rising Phoenix and its affiliates, the exemptions our offerings rely on, the third parties involved in them, and how you can independently verify what we say about ourselves.
Investment risk, performance figures, forward-looking statements, and the terms of use for this website are addressed in our Legal Disclaimer. How we collect and use information, and your contact and privacy choices, are addressed in our Privacy Policy. Where those documents and this page overlap, read them together.
Entities and their roles
"Rising Phoenix" refers to Rising Phoenix Capital Ventures, LLC and its affiliated companies. The affiliated group includes entities operating under the Rising Phoenix Capital, Rising Phoenix Resources, and Rising Phoenix Royalties names.
Different affiliates serve different functions depending on the program: sponsor, general partner, manager, and servicer. The entity responsible for any particular offering is identified in that offering's own governing documents, which control. Do not infer from this website which entity stands behind a given program.
Each investment program is a separate legal entity with its own documents, terms, economics, and risks. An investment in one program creates no interest in, and no claim against, any other program or against Rising Phoenix generally.
Investment adviser status
Rising Phoenix Capital Ventures, LLC is an Exempt Reporting Adviser with the U.S. Securities and Exchange Commission.
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SEC File No. 802-136482
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CRD / Firm No. 342604
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Form ADV filed May 13, 2026
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Status: Active
The firm's filing appears on the SEC's Investment Adviser Public Disclosure system under the name Rising Phoenix Capital, with Rising Phoenix Capital Ventures, LLC listed as an additional business name for the same firm.
An Exempt Reporting Adviser is not a registered investment adviser. Exempt Reporting Advisers file only portions of Form ADV, are not subject to the full registration, examination, and compliance regime that applies to registered advisers, and do not deliver a Form ADV Part 2 brochure. Rising Phoenix remains subject to the antifraud provisions of the Investment Advisers Act, including Section 206 and Rule 206(4)-8, which governs statements made to investors and prospective investors in pooled investment vehicles.
Exempt Reporting Adviser status is a filing status. It is not registration, approval, endorsement, or a finding of any kind by the SEC or by any state regulator, and it says nothing about the merits of any offering.
Our Form ADV, and any disclosure events reported on it, are public. Read them at adviserinfo.sec.gov, searching by the firm name or by CRD number 342604.
Securities offerings and exemptions
Interests in Rising Phoenix programs are not registered under the Securities Act of 1933 or under any state securities law. They are offered in reliance on exemptions from registration, most commonly Rule 506(c) of Regulation D.
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No regulator has approved anything. Neither the SEC nor any state securities regulator has approved or disapproved any offering, passed upon its merits or fairness, or passed upon the accuracy or adequacy of this website or of any offering document. Any representation to the contrary is unlawful.
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Form D. For each offering conducted under Regulation D, a Form D notice is filed with the SEC and is publicly available on the SEC's EDGAR system at sec.gov/edgar. A Form D is a notice filing. It is not a registration, and the SEC does not review it for accuracy.
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State notice filings. Securities sold under Rule 506 are federal covered securities. States may require notice filings and fees but do not review the merits of the offering.
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General solicitation. Rule 506(c) permits us to advertise an offering publicly, including on this website and through paid advertising, on the condition that every purchaser is an accredited investor whose status we have verified. Nothing on this website constitutes an offer of any program for which general solicitation is not permitted.
Investor eligibility and verification
Most offerings on this website are available only to accredited investors as defined in Rule 501 of Regulation D. Under Rule 506(c) we must take reasonable steps to verify accredited status through documentation. Self-certification is not sufficient. Verification may require tax returns, brokerage or bank statements, or a written confirmation from your attorney, certified public accountant, registered investment adviser, or registered broker-dealer, and may be performed on our behalf by an independent verification provider.
Certain offerings may be conducted under other exemptions that permit participation by persons who are not accredited investors, where the exemption and that offering's documents allow. Eligibility standards are set per offering and stated in its documents.
Meeting an eligibility standard is not a determination that an investment is suitable for you.
Distribution, compensation, and conflicts
Interests in certain offerings are distributed through a managing broker-dealer that is a member of FINRA and SIPC, and through selling group members or placement agents it may engage. Where an offering is distributed that way:
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The managing broker-dealer and any selling group member or placement agent receives compensation in connection with the sale of interests. The amount, form, and payer are stated in that offering's documents.
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Transaction-based compensation is a conflict of interest: a person who receives it has a financial incentive to recommend an investment.
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A registered broker-dealer's recommendations to retail customers are governed by Regulation Best Interest, which is an obligation of that broker-dealer, not of Rising Phoenix as issuer.
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You can check any broker-dealer or registered representative at brokercheck.finra.org.
Rising Phoenix and its affiliates separately receive management fees, acquisition fees, servicing fees, and a carried or promoted interest, as described in each offering's documents. These are conflicts of interest and are disclosed there.
Rising Phoenix does not pay compensation to investment advisers. We do not pay, and do not offer to pay, any commission, revenue share, marketing allowance, solicitation fee, or other consideration to registered investment advisers, wealth managers, family offices, or their firms or personnel in connection with a client's investment.
No insurance, no guarantee
Interests in Rising Phoenix programs are not deposits, are not insured by the FDIC or any government agency, are not guaranteed by any bank, and may lose value, including all of the value invested.
SIPC membership does not protect your investment. Where an offering is distributed through a SIPC-member broker-dealer, SIPC protects customer assets held by a failed brokerage firm. It does not protect against a decline in the value of an investment, and it does not guarantee the performance of any offering.
Anti-money laundering and identity verification
We are required to verify the identity of investors and, in appropriate cases, the source of investment funds, and to screen against applicable sanctions lists. We may request documentation, may decline a subscription, and may be required to report or restrict activity. Providing false information in connection with a subscription may be a criminal offense.
Independent service providers
Rising Phoenix engages independent third parties in connection with its programs. Depending on the program, these may include a fund administrator or transfer agent, an independent registered public accounting firm, independent petroleum reserve engineers, legal counsel, a qualified custodian, and third-party due diligence firms.
Engaging a service provider is not an endorsement by that provider. No service provider has reviewed or approved this website. Where an offering is accepted for custody at a particular custodian, that acceptance is an administrative decision by the custodian to hold the asset in client accounts. It is not a recommendation, an endorsement, a due diligence determination, or an evaluation of the merits of the investment.
A due diligence report prepared by an independent third-party firm was prepared by a firm engaged and compensated by Rising Phoenix or by the offering. It is not a rating, not a recommendation, and not an endorsement.
Investor reporting and tax
Investors in our funds receive a Schedule K-1. K-1s may be delivered after the standard individual filing deadline and may require you to extend your return. Tax treatment depends on your own circumstances and on law that may change. Nothing on this website is tax advice.
Marketing, calls, and recorded communications
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Consent. When you submit a form, book a call, request materials, or otherwise give us your contact information, you consent to be contacted as described in our Privacy Policy, including by automated systems, AI-assisted messaging, and prerecorded or artificial voice messages. Consent is not a condition of investing and may be withdrawn at any time.
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Do-not-call. We maintain a written do-not-call policy and an internal do-not-call list. A copy of the written policy is available on request at support@rising-phoenix.com. Requests to stop contact are implemented within ten days and the record is retained for at least five years.
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Call recording. Calls may be recorded or transcribed for quality, training, recordkeeping, and compliance. Where the law of your state requires all-party consent, you will be notified at the start of the call and may decline.
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AI-assisted communications. Some of our communications are generated or assisted by artificial intelligence. An AI assistant does not provide investment advice, does not make offers, and cannot agree to terms. Any discussion of an offering's terms occurs with our team and is governed exclusively by that offering's documents. Where an automated message and the offering documents conflict, the documents control.
Privacy of financial information
Nonpublic personal financial information collected in connection with an investment is handled under applicable federal financial privacy law and under the privacy notice delivered to investors with their offering documents. Where that notice and our website Privacy Policy differ with respect to investment information, the investor privacy notice controls.
How to verify us, and where to complain
We would rather hear from you first. Contact our Compliance Department using the details below, and we will respond in writing.
You may also independently verify or contact:
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SEC investment adviser filings — adviserinfo.sec.gov (search CRD 342604)
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SEC offering filings (Form D) — sec.gov/edgar
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Broker-dealers and registered representatives — brokercheck.finra.org
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SEC investor complaints — sec.gov/tcr, or investor.gov for investor education
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Texas State Securities Board — for Texas residents, ssb.texas.gov
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Your own state securities regulator — nasaa.org maintains a directory
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Privacy complaints — the Texas Attorney General for Texas residents, or your state attorney general
Contact
Rising Phoenix Capital Ventures, LLC
Attn: Compliance Department
3824 Cedar Springs Rd #801-1932
Dallas, Texas 75219-4136
469.658.0211 · Monday - Friday, 9:00am - 5:00pm Central