PROCOPIO 12544 High Bluff Drive Suite 400 San Diego, CA 92130
	T. 858.720.6320
	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.

August 4, 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

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 August 1, 2023, relating to the Company’s Post-Qualification Amendment No. 11 to Offering Statement on Form 1-A (File No. 024-11808) filed with the Commission on July 6, 2023 (“Post-Qualification Amendment No. 11”). We are concurrently filing via EDGAR this letter and the Company’s Post-Qualification Amendment No. 12 to Offering Statement on Form 1-A (File No. 024-11808) (“Post-Qualification Amendment No. 12”).

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. 11.

Post-Qualification Amendment No. 11 to Offering Statement on Form 1-A Filed on July 6, 2023

Series may only own a minority interest in Underlying Assets ..., page 22

In response to the Staff’s comment, the Company advises the Staff that it has revised the Offering Statement on page 22 and elsewhere in the Offering Statement to clarify this issue. The Company supplementally advises the Staff that the Manager is ultimately responsible for executing such decisions and trainers, stable hands, veterinarians, etc. managed or paid by the Company handle ordinary day-to-day activities, subject to the authority of the Manager.

Potential Conflicts of Interest, page 25

In response to the Staff’s comment, the Company advises the Staff that it has revised the Offering Statement on page 25 to clarify that the conflict of interest involves Manager fees and compensation and is a conflict of interest between the Manager and investors.

Plan of Operations, page 123

In response to the Staff’s comment, the Company advises the Staff that it has revised the Offering Statement on pages 122 and 123 to disclose the total amount of distributable cash and include how many horses and races are responsible for such distributions to investors. The Company supplementally advises the Staff that such information also appears on both a consolidated and a series-by-series basis in the financial statements under line item “Distributions from horse series” in the CONSOLIDATED AND CONSOLIDATING STATEMENTS OF CHANGES IN MEMBERS’ EQUITY (DEFICIT) as well as the CONSOLIDATED AND CONSOLIDATING STATEMENTS OF CASH FLOWS which show cash distributed from each such series to its members, as well as the total amount for all series on a consolidated basis.

Description of the Business, page 130

In response to the Staff’s comment, the Company advises the Staff that it has revised the Offering Statement on page 130 to clarify that this is management’s belief.

Executive Officers, Directors and Significant Employees of the Manager, page 142

In response to the Staff’s comment, the Company advises the Staff that it has revised the Offering Statement on page 142 to reflect the approximate hours per week of its part-time employees/consultants.

Report of Independent Registered Public Accounting Firm, page F-1

In response to the Staff’s comment, the Company’s auditor has revised its report accordingly.

General

In response to the Staff’s comment, the Company understands that the Staff is still evaluating these responses and is available to answer any such comments at the Staff’s convenience.

In response to the Staff’s comment, the Company advises the Staff that, as it relates to Series Edge offerings involving the same Underlying Asset as a Series offered in the Offering Statement, the Series Edge sits as a co-owner of the Underlying Asset under the relevant co-ownership agreement and not the same series. The rights of the respective co-owners (the Series vs. the Edge Series vs. a third party co-owner) are set forth in such corresponding co-ownership agreement exhibits, which includes pro rata responsibility for expenses and payment of the pro rata share of the purchase price of the asset (on the same valuation) as with all other such co-ownership arrangements with third party co-owners.

In response to the Staff’s comment, the Company advises the Staff that as it relates to Series Edge offerings involving the same Underlying Asset as a Series offered in the Offering Statement, no proceeds of such Series Edge offerings are used by or attributable to such corresponding Reg. A Series. The Series Edge series is a separate and distinct series of the Company with separate books and records and assets and liabilities. Rather, such Series Edge, like with all other co-ownership structures involving third party co-owners, is responsible for the payment of their pro-rata portion of all expenses incurred in connection with the horse and the Reg. A Series in question is responsible for its pro-rata portion of such expenses as provided in the respective co-ownership agreements and such series are formed prior to the corresponding Regulation A offering and are thus not contingent or related.

In response to the Staff’s comment, the Company has revised exhibit 16.1 to provide such information on a series-by-series basis as requested. 

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Please direct any questions regarding the Company’s response to me at (858) 720-6320 or christopher.tinen@procopio.com.

cc:             Michael Behrens, My Racehorse CA LLC