United States securities and exchange commission logo October 19, 2022 Brian Doxtator Chief Executive Officer Commonwealth Thoroughbreds LLC 1450 North Broadway Lexington, Kentucky 40505 Re: Commonwealth Thoroughbreds LLC Post-Qualification Amendment No. 5 to Offering Statement on Form 1-A Filed October 12, 2022 File No. 024-11130 Dear Brian Doxtator: This is to advise you that we do not intend to review your amendment. 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 Brian Fetterolf at 202-551-6613 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Alan K. MacDonald