Phoenix Capital (PNXU) S-1 IPO registration

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

☒ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2)

UMB BANK, NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

44-0194180

I.R.S. Employer Identification No.

928 Grand Boulevard, 12th Fl. Kansas City, Missouri	64106
(Address of principal executive offices)	(Zip Code)

Lara Stevens

UMB BANK, NATIONAL ASSOCIATION

1010 Grand Blvd.

Kansas City, MO 64106

(816) 860-3017

(Name, address and telephone number of the agent for service)

Phoenix Capital Group Holdings, LLC

(Issuer with respect to the Securities)

Delaware	83-4526672
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
18575 Jamboree Road, Suite 830 Irvine, California	92612
(Address of Principal Executive Offices)	(Zip Code)

Fixed Rate Senior Subordinated Notes

(Title of the Indenture Securities)

FORM T-1

Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.

a) Name and address of each examining or supervising authority to which it is subject.

The Comptroller of the Currency

Mid-Western District

2345 Grand Avenue, Suite 700

Kansas City, Missouri 64108

Federal Reserve Bank of Kansas City

Federal Reserve P.O. Station

Kansas City, Missouri 64198

Supervising Examiner

Federal Deposit Insurance Corporation

720 Olive Street, Suite 2909

St. Louis, Missouri 63101

b) Whether it is authorized to exercise corporate trust powers.

Yes

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15 Not Applicable 

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1. A copy of the Articles of Association of the Trustee (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-74008).

2. Certificate of Authority from the Comptroller of the Currency evidencing a change of the corporate title of the Association (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-74008).

3. Certificate from the Comptroller of the Currency evidencing authority to exercise corporate trust powers and a letter evidencing a change of the corporate title of the Association (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-74008).

4. Bylaws, as amended of the Trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-74008).

5. A copy of each Indenture referred to in Item 4. Not applicable.

6. Consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Registration Statement No. 333-74008).

7. Report of Condition of the Trustee as of June 30, 2024 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, UMB BANK, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the city of Kansas City, State of Missouri on the 25th day of October 2024.

By:	/s/ Douglas G. Hare
	Douglas G. Hare
	Senior Vice President

Exhibit 7

(See Attached)

Umb Bank, National Association - FDIC Certificate Number: 8273
Consolidated Report of Condition for Insured Banks and Savings Associations for June 30, 2024	FFIEC 031 Page 16 of 86 RC-1

All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.

Schedule RC—Balance Sheet

	Dollar Amounts in Thousands				RCFD		Amount
Assets
1. Cash and balances due from depository institutions (from Schedule RC-A):
a. Noninterest-bearing balances and currency and coin (1)						0081		490,026	1.a.
b. Interest-bearing balances (2)						0071		4,612,392	1.b.
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A) (3)						JJ34		5,546,634	2.a.
b. Available-for-sale debt securities (from Schedule RC-B, column D)						1773		7,107,349	2.b.
c. Equity securities with readily determinable fair values not held for trading (4)						JA22		10,789	2.c.
3. Federal funds sold and securities purchased under agreements to resell:
a. Federal funds sold				RCON		B987		0	3.a.
b. Securities purchased under agreements to resell (5,6)				RCFD		B989		247,462	3.b.
4. Loans and lease financing receivables (from Schedule RC-C):						RCFD
a. Loans and leases held for sale						5369		4,211	4.a.
b. Loans and leases held for investment			B528	24,197,462					4.b.
c. LESS: Allowance for credit losses on loans and leases			3123	239,167					4.c.
d. Loans and leases held for investment, net of allowance (item 4.b minus 4.c)						B529		23,958,295	4.d.
5. Trading assets (from Schedule RC-D)						3545		20,927	5.
6. Premises and fixed assets (including right-of-use assets)						2145		199,626	6.
7. Other real estate owned (from Schedule RC-M)						2150		1,888	7.
8. Investments in unconsolidated subsidiaries and associated companies						2130		0	8.
9. Direct and indirect investments in real estate ventures						3656		0	9.
10. Intangible assets (from Schedule RC-M)						2143		234,531	10.
11. Other assets (from Schedule RC-F) (6)						2160		1,768,111	11.
12. Total assets (sum of items 1 through 11)						2170		44,202,241	12.
Liabilities
13. Deposits:						RCON
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, Part I)						2200		36,685,911	13.a.
(1) Noninterest-bearing (7)		RCON	6631	12,199,988					13.a.1.
(2) Interest-bearing		RCON	6636	24,485,923					13.a.2.
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs						RCFN
(from Schedule RC-E, Part II)						2200		0	13.b.
(1) Noninterest-bearing		RCFN	6631	0					13.b.1.
(2) Interest-bearing		RCFN	6636	0					13.b.2.
14. Federal funds purchased and securities sold under agreements to repurchase:
a. Federal funds purchased in domestic offices (8)				RCON		B993		25,740	14.a.
b. Securities sold under agreements to repurchase (9)				RCFD		B995		2,191,293	14.b.
15. Trading liabilities (from Schedule RC-D)				RCFD		3548		0	15.
16. Other borrowed money (includes mortgage indebtedness) (from Schedule RC-M)				RCFD		3190		1,300,000	16.

¹ Includes cash items in process of collection and unposted debits.

² Includes time certificates of deposit not held for trading.

³ Institutions should report in item 2.a amounts net of any applicable allowance for credit losses, and item 2.a should equal Schedule RC-B, item 8, column A, less Schedule RI-B, Part II, item 7, column B.

⁴ Item 2.c is to be completed by all institutions. See the instructions for this item and the Glossary entry for “Securities Activities” for further detail on accounting for investments in equity securities.

⁵ Includes all securities resale agreements, regardless of maturity.

⁶ Institutions should report in items 3.b and 11 amounts net of any applicable allowance for credit losses.

⁷  Includes noninterest-bearing, demand, time, and savings deposits.

⁸  Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “Other borrowed money.”

⁹  Includes all securities repurchase agreements, regardless of maturity.

Reporting Period: June 30, 2024 July 24, 2024 10:38 AM

Umb Bank, National Association - FDIC Certificate Number: 8273
	FFIEC 031
Schedule RC—Continued	Page 17 of 86
	RC-2

	Dollar Amounts in Thousands	RCFD		Amount
Liabilities - continued
17. and 18. Not applicable
19. Subordinated notes and debentures (1)			3200		0		19.
20. Other liabilities (from Schedule RC-G)			2930		742,860		20.
21. Total liabilities (sum of items 13 through 20)			2948		40,945,804		21.
22. Not applicable
Equity Capital
Bank Equity Capital
23. Perpetual preferred stock and related surplus			3838		0		23.
24. Common stock			3230		21,250		24.
25. Surplus (excludes all surplus related to preferred stock)			3839		1,059,822		25.
26. a. Retained earnings			3632		2,786,434		26.a.
b. Accumulated other comprehensive income (2)			B530		(611,069	)	26.b.
c. Other equity capital components (3)			A130		0		26.c.
27. a. Total bank equity capital (sum of items 23 through 26.c)			3210		3,256,437		27.a.
b. Noncontrolling (minority) interests in consolidated subsidiaries			3000		0		27.b.
28. Total equity capital (sum of items 27.a and 27.b)			G105		3,256,437		28.
29. Total liabilities and equity capital (sum of items 21 and 28)			3300		44,202,241		29.

Memoranda

To be reported with the March Report of Condition.

		RCFD		Number
1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2023			6724		NR		M.1.

1a =	An integrated audit of the reporting institution’s financial statements and its internal control over financial reporting conducted in accordance with the standards of the American Institute of Certified Public Accountants (AICPA) or the Public Company Accounting Oversight Board (PCAOB) by an indepen-dent publicaccountant that submits a report on the institution	2b =	An audit of the reporting institution’s parent holding company’s consolidated financial statements only conducted in accordance with the auditing standards of the AICPA or the PCAOB by an independent public accountant that submits a report on the consolidated holding company (but not on the institution separately)
1b =	An audit of the reporting institution’s financial statements only conducted in accordance with the auditing standards of the AICPA or the PCAOB by an independent public accountant that submits a report on the institution	3 =	This number is not to be used
		4 =	Directors’ examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state-chartering authority)
2a =	An integrated audit of the reporting institution’s parent holding company’s consolidated financial statements and its internal control over financial reporting conducted in accordance with the standards of the AICPA or the PCAOB by an independent public accountant that submits a report on the consolidated holding company (but not on the institution separately)	5 =	Directors’ examination of the bank performed by other external auditors (may be required by state-chartering authority)
		6 =	Review of the bank’s financial statements by external auditors
		7 =	Compilation of the bank’s financial statements by external auditors
		8 =	Other audit procedures (excluding tax preparation work)
		9 =	No external audit work

To be reported with the March Report of Condition.

		RCON		Date
2. Bank’s fiscal year-end date (report the date in MMDD format)			8678		NR	M.2.

¹  Includes limited-life preferred stock and related surplus.

²  Includes, but is not limited to, net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and accumulated defined benefit pension and other postretirement plan adjustments.

³  Includes treasury stock and unearned Employee Stock Ownership Plan shares.

Reporting Period: June 30, 2024 July 24, 2024 10:38 AM