UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 1-U
CURRENT REPORT PURSUANT TO REGULATION A
Date of Report (Date of earliest event reported): December 21, 2019
My Racehorse CA LLC
(Exact name of issuer as specified in its charter)
| Nevada | 83-0848007 | |||
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
250 W. First St., Suite 256, Claremont, CA, 91711
(Full mailing address of principal executive offices)
909-740-9175
(Issuer’s telephone number, including area code)
Series Palace Foal Interests; Series De Mystique ’17 Interests, Series Martita Sangrita 17 Interests; Series Daddy’s Joy Interests; Series Vertical Threat Interests; Series Shake it Up Baby Interests; Series Tizamagician Interests; Series Power Up Paynter Interests; Series Two Trail Sioux 17 Interests; Series Wayne O Interests; Series Big Mel Interests; Series Amandrea Interests; Series Keertana 18 Interests; Series Sunny 18 Interests; Series Lazy Daisy Interests; Series New York Claiming Package Interests; Series The Filly Four Interests
____________________
Title of each class of securities issued pursuant to Regulation A
| Item 3. | Material Modification to Rights of Securityholders |
On December 30, 2019, My Racehorse CA LLC, a Nevada series limited liability company (the “Company”), approved a forward split of the Series Membership Interests of Series Big Mel (the “Series Big Mel Interests”), at a ratio of 5-for-1 (the “Split”).
As a result of the foregoing, the total number of Series Big Mel Interests held by each member of Series Big Mel only will be converted automatically into the number of Series Big Mel Interests equal to (i) the number of issued and outstanding Series Big Mel Interests held by such member immediately prior to the Split, multiplied by (ii) 5.
No fractional Series Big Mel Interests will be issued, and no cash or other consideration will be paid.
The Series Big Mel Interests are held in electronic form with the Company’s transfer agent. Members do not have to take any action as the effect of the Split will be automatically reflected in each member’s online account.
Immediately after the Split, each member’s percentage ownership interest in Series Big Mel will remain unchanged. The rights and privileges of the Series Big Mel members will be otherwise unaffected by the Split.
As a result of the Split, the terms of the Series Big Mel Offering will be proportionally adjusted as follows: (i) the Total Maximum of Series Big Mel Interests offered will be increased to 5,100 and (ii) the price per Series Big Mel Interest will be decreased to $121. The overall value of Series Big Mel, including the aggregate offering amount of $617,100 and the corresponding use of proceeds will remain unchanged. The practical effect of the Split is to allow the Company to issue Series Big Mel Interests in smaller increments than originally contemplated without affecting any existing member’s percentage interests in Series Big Mel or the overall economics of the Series Big Mel Offering.
All options, warrants, and convertible securities of Series Big Mel outstanding, if any, immediately prior to the Split will be appropriately adjusted by multiplying the number of Series Big Mel Interests into which the options, warrants and convertible securities are exercisable or convertible by 5 and dividing the exercise or conversion price thereof by 5, as a result of the Split.
| Item 7. | Departure of Certain Officers |
Effective on December 31, 2019, David Kandasamy will resign from all of his positions with Experiential Squared, Inc., the Manager of the Company (the “Manager”). Mr. Kandasamy served as the Chief Financial Officer, Secretary and member of the Board of Directors of the Manager. Concurrently therewith, Michael Behrens, the current Chief Executive Officer and member of the Board of Directors of the Manager will be appointed as the Chief Financial Officer and Secretary of the Manager to replace Mr. Kandasamy.
| Item 9. | Other Events |
On December 22, 2019, Augusta Moon, one of the two Underlying Assets of Series New York Claiming Package, was claimed/purchased from a race for $35,000. The sale contains no other material terms and conditions. As a result of Augusta Moon being sold, the Company plans to issue a dividend of $65.93 per each Series New York Claiming Package Membership Interest which dividend represents such member’s pro rata share of the sale proceeds from the claim, the unused training reserve, unused insurance and the unrealized manager fee.
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SIGNATURES
Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| MY RACEHORSE CA LLC | ||
| Dated: December 30, 2019 | By: | Experiential Squared, Inc., its Manager |
| By: | /s/ Michael Behrens | |
Name: Michael Behrens Title: Chief Executive Officer |
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