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): April 20, 2023
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.) |
120 Kentucky Avenue Suite 110 Lexington KY 40508
(Full mailing address of principal executive offices)
888-697-2234
(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; Series Lane Way Interests; Series Mo Mischief Interests; Series Deep Cover Interests; Series Big Mel Interests (Addtl. 9% Interest); Series Sunny 18 Interests (Addtl. 9% Interest); Series Authentic Interests; Series Storm Shooter Interests; Series Thirteen Stripes Interests; Series Naismith Interests; Series NY Exacta Interests; Series Apple Down Under 19 Interests; Series Just Louise 19 Interests; Series Lost Empire 19 Interests; Series Man Among Men Interests; Series Frosted Oats Interests; Series Tapitry 19 Interests; Series Classofsixtythree 19 Interests; Series Cayala 19 Interests; Series Margaret Reay 19 Interests; Series Awe Hush 19 Interests; Series Exonerated 19 Interests; Series Speightstown Belle 19 Interests; Series Consecrate 19 Interests; Series Latte Da 19 Interests; Series Midnight Sweetie 19 Interests; Series Ambleside Park 19 Interests; Series Athenian Beauty 19 Interests; Series Future Stars Stable Interests; Series Collusion Illusion Interests; Series Got Stormy Interests; Series Social Dilemma Interests; Series Carrothers; Series Going to Vegas; Series Ari the Adventurer 19; Series Wonder Upon a Star 19; Series Echo Warrior 19; Series Silverpocketsfull 19; Series Who’sbeeninmybed 19; Series Into Summer 19; Series Mrs Whistler; Series Race Hunter 19; Series Co Cola 19; Series Vow; Series You Make Luvin Fun 19; Series Miss Sakamoto; Series Courtisane 19; Series Grand Traverse Bay 19; Series Our Miss Jones 19; Series Margarita Friday 19; Series Queen Amira 19; Series Salute to America; Series Desire Street 19; Series Duke of Love; Series War Safe; Series Tufnel; Series Classic Cut; Series Essential Rose 20; Series Who Runs the World; Series Balletic; Series Song of Bernadette 20;Series Daring Dancer 20; Series Grand Traverse Bay 20; Series Chad Brown Bundle; Series Fenwick Hall 20; Series Le Relais 20; Series Spirit 20; Series Mo Temptation; Series Moonbow 20; Series My Fast One 20; Series Helicopter Money; Series I’m a Looker 20; Series Stay Fabulous; Series Smart Shopping 21; Series Patsy’s Kim 21; Series One Last Night 21; Series Sarrocchi 21; Series Elarose 21; Series Song of Lark 21, Series Enchante 21; Series Royal Duet; Series Kindle 21
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Title of each class of securities issued pursuant to Regulation A
Magical Ways
As of April 21, 2023, Experiential Squared, Inc. (the “Manager”), the manager of My Racehorse CA LLC (the “Company”) is closing the account for Magical Ways, a 2019 colt, following a April 21, 2022 race at Aqueduct where Magical Ways was claimed for $40,000. Magical Ways is an asset of My Racehorse CA, LLC Series You Make Luvin Fun 19.
The Manager will distribute to members of Series You Make Luvin Fun 19 such member’s pro rata share of all of the remaining assets, if any, (which only consist of cash) of Series You Make Luvin Fun 19, after accounting for (i) the claiming proceeds, the remaining, balance of unused insurance and unused cash reserves for upkeep fees, training, and prepaid expenses, if any (ii) less related fees, liabilities, and expenses, including but not limited to a due diligence fee, management fee, and offering expenses, if any, owed to the Manager in connection with operating Series You Make Luvin Fun 19 (collectively, the “Expenses”).
The Company intends to remit such distributions within sixty (60) days from the date of this Current Report on Form 1-U (the “Current Report”).
After making the distribution payment, if any, to members of Series You Make Luvin Fun 19, net of any and all Expenses, the Manager intends to terminate and wind-up Series You Make Luvin Fun 19 because Series You Make Luvin Fun 19 would no longer have any assets or liabilities.
Kanthari
As of April 20, 2023, the Company and Spendthrift Farm, LLC, a Kentucky limited liability company (“Spendthrift”) entered into an “Agreement of Sale and Termination of Co-Ownership” (the “Agreement”). The Agreement relates to a 2019 colt Kanthari which is an asset of My Racehorse CA, LLC Series Ari The Adventurer 19.
Pursuant to the Agreement, the Company purchased Spendthrift’s 49% interest in Kanthari and thereby became the 100% owner of the colt. The Agreement effectively terminates the “Agreement of Purchase, Sale and Co-Ownership” for Kanthari which was signed by the parties on or about April 1, 2021 (the “Co-Ownership Agreement”). The Agreement terminates all future obligations of the Company and Spendthrift under the Co-Ownership Agreement. In particular, responsibility for training and other bills incurred by Kanthari after April 20, 2023 shifts from Spendthrift to the Company. Further, Spendthrift is no longer responsible for paying Company a bonus in the event Kanthari wins a Grade 1 race and the Company is no longer responsible for reimbursing Spendthrift for training fees previously incurred by Spendthrift.
The Company intends to continue to operate Series Ari the Adventurer 19 and try to maximize the racing career and asset value of the colt.
The information set forth under Item 9 of this Current Report contains forward-looking statements. These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed in these forward-looking statements.
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 |
| | | |
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| Dated: April 25, 2023 | By: | Experiential Squared, Inc., its Manager |
| | By: | /s/ Michael Behrens |
| | | Name: Michael Behrens |
| | | Title: Chief Executive Officer |
