United States securities and exchange commission logo
November 17, 2022
Michael Behrens
Chief Executive Officer
My Racehorse CA LLC
120 Kentucky Ave., Suite 110
Lexington, KY 40502
Re: My Racehorse CA LLC
Offering Statement
on Form 1-A
Post-qualification
Amendment No. 7
Filed October 27,
2022
File No. 024-11808
Dear Michael Behrens:
We have reviewed your amendment and have the following comment. In
our comment,
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 comment applies 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 this comment, we may have additional comments.
Post-qualification Amendment No. 7 to Form 1-A Filed October 27, 2022
General
1. We note your response
to comment 1 that despite your lack of majority ownership in each
of Cuvier, Raven's Lady
21, and Forever Rose, that you "act in a role akin to a general
partner with complete
oversight authority and major decision rights over said co-
ownership syndicates."
However, the "Authorized Activities" and/or "Major Decisions
Rights" set forth in
each co-ownership agreement require unanimous or majority consent
for the enumerated
activities/decisions, which you do not have. In this light, we note that
you have a 50%
ownership interest in Cuvier, a 20% ownership interest in Raven's Lady
21, and a 25% ownership
interest in Forever Rose. Please advise. Additionally, we note
that you do not have
the unilateral ability to appoint, direct, remove, or replace the trainer
for each horse. While
you are able to select an administrative coordinator for Cuvier, the
co-owner also selects
it own administrative coordinator, and in the event of a deadlock,
the jointly-approved
trainer will make the tie-breaking decision. Please tell us how you
Michael Behrens
My Racehorse CA LLC
November 17, 2022
Page 2
intend to maintain control, engage in the key operating decisions, and
retain the right to
approve day-to-day operational matters of Cuvier, Ravens Lady 21, and
Forever
Rose when it appears that, contractually, you do not have such
authority.
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
November 17, 2022 Page 2
cc: Christopher Tinen
FirstName LastName