United States securities and exchange commission logo
September 21, 2021
Michael Behrens
Chief Executive Officer
My Racehorse CA LLC
250 W. 1st Street, Suite 256
Claremont, CA 91711
Re: My Racehorse CA LLC
Offering Statement
on Form 1-A
Post-qualification
Amendment No. 28
Filed September 3,
2021
File No. 024-10896
Dear Mr. Behrens:
We have reviewed your amendment and have the following comments.
In some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to this letter by amending your offering statement
and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response. After reviewing any amendment to your offering statement and
the information you
provide in response to these comments, we may have additional comments.
Post-qualification Amendment No. 28 Filed September 3, 2021
General
1. We note the "Trend
Information" section in your most recently filed Form 1-K and Form
1-SA contains a table
with the following headers "# of Offerings Launched"; "# of
Offerings Closed"; and
"# Qualified but not yet launched." The column titled "# Qualified
but not yet launched"
implies that there may be some offerings that may be launched more
than two days after
qualification. To comply with Rule 251(d)(3)(i)(F) of Regulation A,
you must commence the
offering of each series you qualify within two calendar days of
qualification.
Commencing the offering of some of the qualified series while delaying the
offering of others
results in an impermissible delayed offering of the delayed series under
Rule 251(d)(3)(i)(F).
Please advise regarding such offerings. Please also revise your
offering statement, and
going forward, the "Trend Information" section in your Form 1-K
and Form 1-SA, to
reflect that you will commence the offering of each series you qualify
Michael Behrens
My Racehorse CA LLC
September 21, 2021
Page 2
within two calendar days of qualification.
2. We note the "Reviews" page on your website, available at
https://myracehorse.com/reviews/. Please tell us how the reviews and
your responses to
the reviews comply with Regulation A. Specifically, please tell us (i)
how you ensure that
any material disclosures made in the reviews and/or your responses to
the reviews are
reflected in your offering documents and your ongoing disclosure
documents; and (ii)
how, for future and upcoming offerings, you analyze and address
potential Testing-the-
Waters issues. In that light, we note that the required
Testing-The-Waters disclaimers do
not appear on your Reviews page and you do not appear to have any
representative
Testing-the-Waters materials filed as exhibits. Please refer to Rule 255
of Regulation A
and Part III, Item 17 (13) of Form 1-A.
We will consider qualifying your offering statement at your request. If
a participant in
your offering is required to clear its compensation arrangements with FINRA,
please have
FINRA advise us that it has no objections to the compensation arrangements
prior to
qualification.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Cara Wirth at (202) 551-7127 or Lilyanna Peyser at (202)
551-3222 with
any questions.
Sincerely,
FirstName LastNameMichael Behrens
Division of
Corporation Finance
Comapany NameMy Racehorse CA LLC
Office of Trade &
Services
September 21, 2021 Page 2
cc: Christopher L. Tinen
FirstName LastName