United States securities and exchange commission logo
August 1, 2023
Michael Behrens
Chief Executive Officer
My Racehorse CA LLC
120 Kentucky Ave., Suite 110
Lexington, Kentucky 40502
Re: My Racehorse CA LLC
Offering Statement
on Form 1-A
Post-Qualification
Amendment No. 11
Filed July 6, 2023
File No. 024-11808
Dear Michael 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. 11 to Offering Statement on Form 1-A
Filed July 6, 2023
Series may only own a minority interest in Underlying Assets ..., page
22
1. We note your response
to comment 7 and we reissue it in part. Please address the
minority/majority
interest raised in the "Series may only own a majority interest in the
Underlying Assets" risk
factor. Additionally, please revise your disclosure throughout the
offering circular for
consistency and accuracy in this regard. Also disclose who among
the co-owners of a
Series is responsible for executing decisions, once such decisions are
made. Finally, disclose
who among the co-owners of a Series makes non-major decisions,
including the daily
maintenance and care of the horse.
Potential Conflicts of Interest, page 25
2. We note your response
and amended disclosure in response to comment 8 and we reissue
Michael Behrens
FirstName LastNameMichael Behrens
My Racehorse CA LLC
Comapany
August NameMy Racehorse CA LLC
1, 2023
August
Page 2 1, 2023 Page 2
FirstName LastName
it in part. Please revise your disclosure that states that "[t]his
conflict of interest will exist
in connection with Company management" to clarify what conflict of
interest is being
described and between whom it exists.
Plan of Operations, page 123
3. We note your response to comment 11 and reissue it. Here, or elsewhere
as appropriate,
please disclose the total amount of distributable cash and include how
many horses and
races are responsible for such distributions to investors.
Description of the Business, page 130
4. We note your response and amended disclosure in response to comment
13. Please revise
your statement that "[t]he Company, in collaboration with the manager,
Experiential, has
quickly emerged as one of the most successful stables in horse racing
over the past several
years" to reflect that this is management's belief.
Executive Officers, Directors and Significant Employees of the Manager, page
142
5. We note your response to comment 16. Please revise the table on page
142 to reflect the
approximate hours per week of the part-time employees/consultants.
Report of Independent Registered Public Accounting Firm, page F-1
6. Please have your auditor revise their report on page F-1 to also
state, if true, that they are
required to be independent with respect to you and each listed Series
in accordance with
U.S. federal securities laws and the applicable rules and regulations
of the Securities and
Exchange Commission. Refer to paragraph (c)(1)(iii) in Part F/S of
Form 1-A, Article 2 of
Regulation S-X and paragraphs .28(c), .A38 and .A39 of AU-C Section
700 of the
Statements on Auditing Standards. Our comment also applies to your
future annual
reports.
General
7. We note your responses to comments 20 and 21. We continue to evaluate
certain aspects
of your responses and may have further comments.
8. We note your response to comment 21. Please clarify whether the
securities offered by
Series Edge in the corresponding Regulation D offerings are identical
to the securities
being offered pursuant to Regulation A and disclose and explain any
material differences
in the rights of the respective securityholders.
9. With respect to any securities offered by Series Edge, please revise
the applicable Use of
Proceeds tables to note any material amount of other funds that are to
be used in
conjunction with the proceeds. Please state the amounts, sources of
such other funds, and
whether such funds are firm or contingent. Refer to Instruction 5 to
Item 6 of Part II of
Form 1-A.
Michael Behrens
My Racehorse CA LLC
August 1, 2023
Page 3
10. We note your disclosure in Part I, Item 6, Unregistered Securities
Issued or Sold Within
One Year. Please revise the corresponding exhibit, filed as exhibit
16.1, to itemize, on a
series-by-series basis, the amount of securities issued and the
individual prices and/or
consideration received.
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.
You may contact Ta Tanisha Meadows at 202-551-3322 or Angela Lumley at
202-551-
3398 if you have questions regarding comments on the financial statements and
related
matters. Please contact Cara Wirth at 202-551-7127 or Dietrich King at
202-551-8071 with any
other questions.
Sincerely,
FirstName LastNameMichael Behrens
Division of
Corporation Finance
Comapany NameMy Racehorse CA LLC
Office of Trade &
Services
August 1, 2023 Page 3
cc: Christopher Tinen
FirstName LastName