SEC Comment Letter 0000000000-23-014099 to My Racehorse CA LLC (CIK 0001744448)
My Racehorse CA LLC (CIK 0001744448)
Date: Dec. 26, 2023 · CIK: 0001744448 · Accession: 0000000000-23-014099
AI Filing Summary & Sentiment
File numbers found in text: 024-11808
Letter
United States securities and exchange commission logo December 26, 2023 Michael Behrens Chief Executive Officer My Racehorse CA LLC 2456 Fortune Dr., Suite 110 Lexington, Kentucky 40509 Re:My Racehorse CA LLC Offering Statement on Form 1-A Post-Qualification Amendment No. 16 Filed December 12, 2023 File No. 024-11808 Dear Michael Behrens: We have reviewed your amendment and have the following comment. Please respond to this letter by amending your offering statement and providing the requested information. If you do not believe a 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 letter, we may have additional comments. Post-Qualification Amendment No. 16 Filed December 12, 2023 General 1.We note your disclosure in the Use of Proceeds - Series the New York Bundle and Use of Proceeds - Series Incredi-bundle discussing minority investments in Experiential Squared, Inc., the Manager, by Reeves Thoroughbred Racing, LLC and Rocket Ship Racing, LLC, respectively. Please revise your disclosure to expand your discussion of these relationships and investment interests. Specifically, update your Risk Factors section and related party disclosure as appropriate to account for these relationships as well as disclose any monetary or other benefits Reeves and Rocket Ship may receive as a result of their respective relationships with the Manager. We note your current disclosure, including a risk factor on page 27 regarding Spendthrift Farm LLC, an entity that previously held a majority interest in the Manager.
FirstName LastNameMichael Behrens Comapany NameMy Racehorse CA LLC December 26, 2023 Page 2 FirstName LastName Michael Behrens My Racehorse CA LLC December 26, 2023 Page 2 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 Kate Beukenkamp at 202-551-3861 or Erin Jaskot at 202-551-3442 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Christopher Tinen
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United States securities and exchange commission logo
December 26, 2023
Michael Behrens
Chief Executive Officer
My Racehorse CA LLC
2456 Fortune Dr., Suite 110
Lexington, Kentucky 40509
Re:My Racehorse CA LLC
Offering Statement on Form 1-A
Post-Qualification Amendment No. 16
Filed December 12, 2023
File No. 024-11808
Dear Michael Behrens:
We have reviewed your amendment and have the following comment.
Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a 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 letter, we may have additional comments.
Post-Qualification Amendment No. 16 Filed December 12, 2023
General
1.We note your disclosure in the Use of Proceeds - Series the New York Bundle and Use of
Proceeds - Series Incredi-bundle discussing minority investments in Experiential Squared,
Inc., the Manager, by Reeves Thoroughbred Racing, LLC and Rocket Ship Racing, LLC,
respectively. Please revise your disclosure to expand your discussion of these
relationships and investment interests. Specifically, update your Risk Factors section and
related party disclosure as appropriate to account for these relationships as well as disclose
any monetary or other benefits Reeves and Rocket Ship may receive as a result of their
respective relationships with the Manager. We note your current disclosure, including a
risk factor on page 27 regarding Spendthrift Farm LLC, an entity that previously held a
majority interest in the Manager.
FirstName LastNameMichael Behrens
Comapany NameMy Racehorse CA LLC
December 26, 2023 Page 2
FirstName LastName
Michael Behrens
My Racehorse CA LLC
December 26, 2023
Page 2
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 Kate Beukenkamp at 202-551-3861 or Erin Jaskot at 202-551-3442 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Christopher Tinen