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United States securities and exchange commission logo
June 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. 10
Filed May 3, 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. 10 to Offering Statement on Form 1-A Filed May 3, 2023
Offering Summary, page 2
1.We note your statement that "[i]n many instances, said lender will have a right, prior to
completion of the Offering, to participate in pre-closing dividends from revenue generated
by its interest in the Underlying Asset and the right to convert into the unsold portion of
the offering prior to being fully funded." Please describe the types of revenue that may be
generated by the lender's interest in the Underlying Asset prior to being fully funded.
Please revise your disclosure on page 130 as well.
2.Please include a definition of the term "Member."
3.Where you discuss the Use of Proceeds, please revise to prioritize the disclosure that
reflects your current, re-organized Fees and Expenses.  To the extent applicable, please
quantify any fixed fee percentages. For example, the Management & Due Diligence Fee

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My Racehorse CA LLC
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appears to be fixed at 15% of gross cash proceeds, and the Organizational and
Experiential Fee appears to be fixed at 7.50% of gross cash proceeds.  Additionally, with
respect to the Organizational and Experiential Fee, we note your disclosure on page 5 that
"[t]his fee may be discounted for certain Series or such fees could be capped for Investors
with multiple or sizable Series investments (which would have the result of a discounted
effective Offering Price to such frequent or large-scale Investors)." To the extent you are
or will be offering such discounts, please fully describe the differentiated pricing or terms.
See Rule 251(a)(1).
Risk Factors, page 13
4.Please add a risk factor that explains the material risks associated with distribution rights
and distributable cash, making clear that investors may never receive any return on
investment.  In that light, please quantify the amount that you have returned to investors to
date, if any, and identify the horses and revenue generating events that are responsible for
creating the distributable cash.
5.Please add a risk factor that explains that if the company cannot secure additional short-
term capital, it may cease operations, as you do on page 99.
The cost of racing is unpredictable and speculative ..., page 19
6.We note your risk factor indicating that inflation could increase operation costs, labor
rates and other variable costs, such as costs of feed and grain and costs of transporting
animals.  Please update this risk factor if recent inflationary pressures have materially
impacted your operations.  In this regard, identify the types of inflationary pressures you
are facing and how your business has been affected.
Series may only own a minority interest in Underlying Assets ..., page 20
7.We note your disclosure in this risk factor and the last sentence of the "Market
Shortages" risk factor that indicate that the Company/Manager may be dependent on the
majority owners' decisions and could have limited control over the horses.  However, we
also note your disclosure that you "only [enter] into Co-Ownership Agreements that
empower the Manager to have major decision rights and access to all key stakeholders and
key information regarding the horse" and "no Series will hold underlying assets in which
the Manager has limited or no management control." 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 23
8.Please revise your statement that "[t]his conflict of interest will exist in connection with
Company management" to clarify what conflict of interest is being described and between

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 Comapany NameMy Racehorse CA LLC
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My Racehorse CA LLC
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whom it exists.  Given that the Manager's compensation is not "determined by arms'
length negotiations," include additional disclosure of the manner in which
such compensation is determined.  Disclose, if true, that the Manager is not obligated to
present business opportunities to the Company or Investors.
Use of Proceeds, page 26
9.Please define "bloodstock fee" and "use tax" and include an explanation for the variation
in such fees.
Horse Reserve Funds, page 99
10.We note your statement on page 104 that "[t]he cash reserves for Operating Expenses,
including Upkeep Fees, for each Series are estimated to last through the time period set
forth in the table above."  However, it does not appear that the table indicates such time
period.  Please revise.
Plan of Operations, page 121
11.We note your statement that "[d]uring the year ended December 31, 2022, series accrued
race winnings totaling $4,331,342."  Please disclose how many horses and races are
responsible for the race winnings.  Additionally, please quantify any distributable cash
that was distributed to investors from such winnings.
Plan of Distribution and Subscription Procedure, page 122
12.Please disclose the names of the persons affiliated with you and/or Experiential Squared,
Inc. who are offering securities and relying upon Rule 3a4-1 and describe the activities
performed by such persons.
Description of the Business, page 128
13.We note 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."  Please revise to provide support for this statement and clarify
the standard by which "success" is measured, including the relative success rates of any
competitor stables.
14.We note your statement that "[t]he Company has recorded over 100 wins and won two of
the most prestigious races in the sports, the Kentucky Derby and Breeders Cup Classic."
Please revise to state how many races the company has entered and state the year(s) in
which the company won the Kentucky Derby and Breeders Cup Classic.
Government Regulation, page 133
15.We note your risk factor disclosure on pages 18 and 19 that mention regulatory
conditions, including the ability of foreign investors to acquire horses, the federal income

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My Racehorse CA LLC
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tax treatment of racing and related activities and the continuation or expansion of
legalized gambling as well as the potential for government intervention, government
regulations, and that horse racing is regulated in various states.  To the extent applicable,
please revise this section to describe any relevant government regulation.
Executive Officers, Directors and Significant Employees of the Manager, page 138
16.We note your statement that the "Manager and its officers and directors are not required to
devote all of their time to our business and are only required to devote such time to our
affairs as their duties require."  If any of the persons identified in this section are part-time
employees of the Manager, please disclose the number of hours per week they work for
the Manager. Refer to Item 10(a) of Form 1-A.
Management
Manager
Background of Officers and Directors of the Manager, page 138
17.Please revise to ensure that you disclose the business experience of each officer and
director during the past five years, including the names of any business, corporation or
organization in which such business experience/employment took place.  Refer to Item
10(c) of Form 1-A.
Compensation, page 141
18.Please also include the disclosure required by Item 11 of Form 1-A with respect to the
directors and executive officers of the Manager.
Principal Interest Holders, page 142
19.Please identify the natural person(s) with investment and voting control of the Manager.
Index to Financial Statements, page 153
20.As you state on page 2, the purchase of membership interests in a Series of the Company
is an investment only in that Series (and with respect to that Series’ Underlying Asset) and
not an investment in the Company as a whole. In order for investors to assess the
performance of their investment, please revise the financial statements for My Racehorse
CA LLC to also include financial statements for each Series. In addition, please have your
auditor revise their report to opine on the financial statements for My Racehorse CA LLC,
in total, and each Series.
General
21.We note that certain of your offerings include ownership by MyRacehorse CA LLC Series
Edge Racing Classic Colt Package, a wholly owned series of the company.  Please file the
Series Edge series agreement as an exhibit to this post-qualification amendment. Revise
the offering circular to include a chart that shows which horses and at what percentages

 FirstName LastNameMichael Behrens
 Comapany NameMy Racehorse CA LLC
 June 1, 2023 Page 5
 FirstName LastName
Michael Behrens
My Racehorse CA LLC
June 1, 2023
Page 5
Series Edge owns. Additionally, please describe the future plans and operations of Series
Edge, tell us what consideration you gave to any Investment Company Act issues that may
result from your series' investment in horses, and tell us what consideration you gave to
listing Series Edge as a co-issuer. Upon reviewing your response, we may have additional
comments.
22.We note that certain of the Major Decision Rights, as enumerated in the co-ownership
agreements, are subject to "Unanimous Vote" of the Co-Owners.  Please describe in
further detail what "Unanimous Vote" means in these instances.
            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 Lilyanna Peyser at 202-551-3222 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Christopher Tinen