Letter Agreement Regarding Removal of Annual Performance Bonus and Change in Employment Status – Phoenix Operating LLC, Phoenix Capital Group Holdings, LLC, and Brandon Allen

Exhibit 10.12

PHOENIX OPERATING LLC AND

PHOENIX CAPITAL GROUP HOLDINGS, LLC

January 22, 2025

Brandon Allen

13010 W. 73^rd Pl.

Arvada, CO 80005

Re: Removal of Annual Performance Bonus

Dear Brandon:

Phoenix Operating, LLC, a wholly owned subsidiary of Phoenix Capital Group Holdings, LLC dba Phoenix Capital Group, is affirming via this letter that notwithstanding anything to the contrary, an annual performance bonus will no longer be payable to you in connection with your employment commencing in the 2025 calendar year. However, performance reviews will continue to be performed, and such will be used to determine salary changes and discretionary bonuses, each at the sole discretion of Lion of Judah Capital, LLC. As you have been admitted as a member of Phoenix Equity Holdings, LLC, the sole member of Phoenix Capital Group, on December 4, 2024, since that time you acknowledge that you are no longer a W-2 employee of Phoenix Capital Group or Phoenix Operating, LLC and instead will receive a Schedule K-1 and be taxed accordingly with neither Phoenix Capital Group nor Phoenix Operating making any tax withholdings from any payments made to you in connection with your employment with Phoenix Operating or Phoenix Capital Group or your membership interest in Pheonix Equity Holdings.

You should consult with a tax advisor regarding your tax liability related to your membership interest in Pheonix Equity Holdings, LLC and any payments received in connection with your membership and/or employment.