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    PROCOPIO

12544 High Bluff Drive

Suite 400

San Diego, CA 92130

    T. 858.720-6300

    F. 619.235.0398

    CHRISTOPHER TINEN

    P. 858.720.6320

    christopher.tinen@procopio.com

    DEL MAR HEIGHTS

    LAS VEGAS

    ORANGE COUNTY

    PHOENIX

    SAN DIEGO

    SILICON VALLEY

    WASHINGTON D.C.

July 6, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549-3720

    Attention:
    Cara Wirth

    Lilyanna Peyser

    Ta Tanisha Meadows

    Angela Lumley

    Re:
    My Racehorse CA LLC

Offering Statement on Form 1-A

Post-qualification Amendment No. 10

Filed May 3, 2023

File No. 024-11808

Ladies and Gentlemen:

On behalf of our client, My Racehorse
CA LLC (the “Company”), we submit this letter in response to comments from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) contained in its letter dated June 1, 2023, relating to
the Company’s Post-Qualification Amendment No. 10 to Offering Statement on Form 1-A (File No. 024-11808) filed with the Commission
on May 3, 2023 (“Post-Qualification Amendment No. 10”). We are concurrently filing via EDGAR this letter and the Company’s
Post-Qualification Amendment No. 11 to Offering Statement on Form 1-A (File No. 024-11808) (“Post-Qualification Amendment No.
11”).

In this letter, we have recited
the comment from the Staff in italicized, bold type and have followed such comment with the Company’s response. All page references
or capitalized terms herein correspond to the page of Post-Qualification Amendment No. 10.

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Securities and Exchange Commission

July 6, 2023

Page 2 of 7

Post-Qualification Amendment No. 10 to Offering
Statement on Form 1-A Filed on 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.

In response to the Staff’s
comment, the Company advises the Staff that the types of revenue potentially generated by the Underlying Asset prior to the Offering being
fully funded is the same as after an Offering is closed – principally, race winnings. In addition, in response to the Staff’s
comment, the Company has revised its disclosures on page 130 to further describe the types of revenue that may be generated by the lender's
interest in the Underlying Asset prior to being fully funded.

 2. Please include a definition of the term “Member.”

In response to the Staff’s
comment, the Company has revised its disclosures to include a definition of “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 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).

In response to the Staff’s
comment, the Company advises the Staff that it has revised the Use of Proceeds disclosures on page 5 in an effort to clarify and prioritize
the Company’s disclosures for its Fees and Expenses. The Company acknowledges Rule 251(a)(1) and advises the Staff that, in the
event that the Company does offer discounts or a deviation from the Company’s disclosed Fees and Expenses, then such disclosures
related thereto will be memorialized in the description of the corresponding Series in which the respective discount or deviation applies.

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.

In response to the Staff’s
comment, the Company advises the Staff that it has incorporated the requested risk factor. The Company supplementally advises the Staff
that distributed cash is disclosed in the consolidated financial statements and the financial statements of each Series under the line
item “Distribution from Horse Series.” Distributed Cash for the fiscal year ended December 31, 2022 and 2021, was $3,656,230
and $1,731,559, respectively. During 2023 to date, an additional  $716,860 has been distributed for an aggregate $4,373,070, as shown
on page F-96.

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Securities
                                            and Exchange Commission

July 6, 2023

Page 3 of 7

 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.

In response to the Staff’s
comment, the Company advises the Staff that it has incorporated the requested risk factor.

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.

In response to the Staff’s
comment, the Company has experienced a slight increase in training and care costs, which may result in the Company requiring an increase
in reserved funding for future offerings. Notwithstanding the foregoing, the Company has not experienced such pressures that materially
impact the Company’s operations. The Company has updated its risk factor accordingly.

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.

In response to the Staff’s
comment, the Company advises the Staff that the Company has clarified its disclosure regarding “Market Shortages” in Post-Qualification
Amendment No. 11, being filed by the Company as of the date hereof.

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 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.

In response to the Staff’s
comment, the Company advises the Staff that the referenced “conflict of interest” being disclosed is in connection with the
compensation paid to the Manager and between the Manager, the Company, and the Investors. The foregoing disclosures and further clarification
have been incorporated into the Post-Qualification Amendment No. 11, being filed by the Company as of the date hereof. Lastly, pursuant
to the Company’s Operating Agreement, the Manager does not have a fiduciary duty or obligation to present any business opportunities
to the Company or Investors. Instead, the Manager is permitted to conduct or be involved in business opportunities with or without notice
to the Company or its Investors.

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Securities and Exchange Commission

July 6, 2023

Page 4  of 7

Use of Proceeds, page 26

 9. Please define "bloodstock fee" and "use tax" and include an explanation for
the variation in such fees.

In response to the Staff’s
comment, the Company advises the Staff that the terms “bloodstock fee” and “use tax” have been defined and explained
as set forth in Post-Qualification Amendment No. 11.

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.

In response to the Staff’s
comment, the Company has revised its disclosures to clarify that the reference is to the table in “Liquidity and Capital Resources”
section set forth on page 100.

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.

In response to the Staff’s
comment, the Company directs the Staff to its response to Comment No. 4 as it relates to distributed cash and further advises the Staff
that the race winnings can be found beginning on page 69 on a series-by-series basis. Revenues listed are the winnings, and the Stallion
Fees paid to Authentic, as indicated. Distributable Cash is generally a combination of revenues, proceeds from a sale, unused operating
expense reserves, and other items as applicable. As shown on page F-115, the Distributions from horse series for the year ended December
31, 2022 was $3,656,230.

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.

In response to the Staff’s
comment, the Company advises the Staff that as of September 3, 2020, the Interests are sold through Dalmore Group LLC, which acts as the
broker/dealer of record and is a registered broker dealer under the Securities Exchange Act of 1934 and a FINRA/SIPC member. The Company
has removed the reference to Rule 3a4-1 in the Post-Qualification Amendment No. 11, being filed by the Company as of the date hereof.

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.

In response
to the Staff’s comment, the Company advises the Staff that historically horses under its control have won, as of the year ended
December 31, 2022, 129 races out of 704 races entered for a winning percentage of 18%, as well as finishing “in the money”
(defined as 1st, 2nd or 3rd) approximately 48% of the time. Based on those data points and its understanding
in the market and its experience (and without a separate, reliable data source that tracks global horse winning race data by stable/ownership
group), it believes it is one of the most successful stables in horse racing over the past several years. MyRacehorse was named
the 2020 “New Owner of the Year” by the New York Thoroughbred Breeders.” The award “recognizes a new Thoroughbred
owner who has been successful in the sport and has had a positive impact on the industry.”

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Securities and Exchange Commission

July 6, 2023

Page 5  of 7

 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.

In response to the Staff’s
comment, the Company directs the Staff to its response to Comment No. 13 and supplementally advises the Staff that the Kentucky Derby
and Breeders’ Cup Classic wins were in 2020 (both by Authentic).

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 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.

In response to the Staff’s
comment, the Company advises the Staff that it has revised its disclosures to further disclose 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.

In response to the Staff’s
comment, the Company advises the Staff that its officers, directors and significant employees all devote their full time to Manager, except
for Amber Jain and Roderick Wachman who are consultants who dedicate a minimum of 30 hours per week on average to Manager.

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.

In response to the Staff’s
comment, the Company advises the Staff that the backgrounds for the Officers and Directors and Significant Employees of the Manage