$81

Offering Memorandum

"

This filly has a

remarkable mind

AND THE

athleticism

TO MATCH

-  JENA ANTONUCCI
TRAINER

MyRacehorse and Jena Antonucci team up for Rylee's Song '22, a two-year-old daughter of first-year sire and multiple graded stakes winner Vekoma.

Expected on track: Late Summer 2024

Media

Financials

SHARE PRICE

$81

TOTAL OFFERING

$364,500

MRH OWNERSHIP

90%

EQUITY PER SHARE

0.02%

SHARE PRICE

$81

TOTAL OFFERING

$364,500

MRH OWNERSHIP

90%

EQUITY PER SHARE

0.02%

ASSET COST

Includes the initial purchase price of the horse plus any sales and the associated bloodstock fee. Series Rylee’s Song 22 owns 90% of the underlying asset, which was purchased at auction for $100,00.00, plus a 5% bloodstock fee. Series Rylee’s Song 22 consists of 4,500 shares.

BROKERAGE FEE

Each offering has been filed with the Securities and Exchange Commission (SEC) and is offered through a registered broker-dealer, Dalmore Group, LLC a member of FINRA and SIPC.

MANAGEMENT AND DUE DILIGENCE FEE

Due Diligence covers the expenses for the discovery of the underlying asset and the establishment of the series. The Management fee is for the active management of the series by working with the stakeholders including trainers, vets, bloodstock agents, track reps, finance, legal, insurance brokers and compliance advisors to maximize the performance of the series. No additional management fees will be incurred unless the management performance bonus or sales commission is earned.

ORGANIZATIONAL AND EXPERIENTIAL FEE

Organizational expenses that are covered include key essential services including legal, compliance, marketing, and establishment of the financial and corporate framework in connection with an Offering of a Series of Interests. The Experiential fee covers the Management of the Membership Experience Program, which includes, but is not limited to content development, management of race day ownership perks, and access to the MyRacehorse Platform™.

OPERATING EXPENSE RESERVE

The portions of the proceeds that are used to fund the ongoing expenses of the series. These expenses generally include training and care costs, mortality insurance, veterinary, administrative, audit, taxes, transportation, race nomination/entry/starter costs and registration costs.

The target raise for this offering is $91,125 and the maximum raise is $364,500. The share price breakdown shown above will remain the same regardless of the total amount of funds raised, as any unsold shares when the series closes will be purchased by our managing partner, Experiential Squared.

Funding Progress

Frequently asked questions

How is Reg CF different from other MyRacehorse offerings?

Historically, MyRacehorse.com Offerings have utilized Regulation A Tier II, and 506(c) for accredited investors. Through Dalmore, our registered broker-dealer, MyRacehorse is now able to utilize Regulation CF, which gives us the opportunity to bring our horses to market faster.

These offerings will have some differences that many MyRacehorse users will notice; unique investment caps, a funding progress bar, a comment section on the listing page, and additional communications regarding the disbursement process.

Why buy a racehorse through crowdfunding?

Investing in a horse using a Reg CF offering allows individuals to participate in racehorse ownership via an equity interest. As a result, individuals have access to racehorse ownership without the financial commitment of a traditional syndicate. 

What types of securities can I buy on this site?
Reg CF offerings found on MyRacehorse.com are a membership interest in a series LLC delivered by Dalmore Group, LLC.
How much can I invest?

You won’t need to calculate this number yourself, but there is a limit to how much anyone can invest in Reg CF offerings over a 12 month period. If you’re getting close to the default limit ($2,500) we’ll prompt you to update your investor profile with a few more details so we can calculate it for you. For those who are curious, here’s how it works:

  • As a starting point, anyone can invest up to $2,500, or 5% of your net worth or annual income (whichever is greater) within a 12 month period. This applies to all Reg CF investments – not just the ones made with MyRacehorse.
  • If your net worth and annual income are both over $124,000, you can invest up to 10% of your net worth or annual income. 
  • If you’d like to invest over $124,000 in Reg CF offerings, we’ll need some financial documentation on file before we can accept those investments.
  • If you’re accredited, there’s no limit. If you’d like to verify that you’re accredited,  you can schedule a meeting with a member of our team. To become accredited, investors must have a net worth of $1,000,000 or more, or an annual income of $200,000 ($300,000 with a spouse or domestic partner.)
How do I calculate my net worth?
Add together the value of all your assets, then subtract all your liabilities.  You may not include your primary residence in your net worth calculation. That also excludes your mortgage or loan on said primary residence from your net worth as well. The resulting sum is your net worth.
What are the tax implications of an equity crowdfunding investment?
We cannot give tax advice, and we encourage you to talk with your accountant or tax advisor before making an investment.
Who can invest in a Regulation CF Offering?
US citizens age 18 or older can invest.
What do I need to know about early-stage investing? Are these investments risky?
Race horses and Ref CF Offerings are high-risk opportunities and may not retain their value.

Investing in race horses is inherently risky. In the event that a horse does not perform well on the track, your ownership interest could lose all value. Furthermore, private investments in race horse offerings on MyRacehorse.com are illiquid instruments that typically take several years (if ever) before an exit via a sale or retirement of the underlying asset.

When will I get my investment back?

Racehorse offerings on MyRacehorse.com are privately held companies via a membership interest in a series LLC, and their shares are not traded on a public stock exchange. As a result, the shares cannot be easily traded or sold.

As an investor in a racehorse offering, you typically receive a return on your investment under the following two scenarios:

1) The underlying asset (the horse) gets acquired by another entity via a claim, private sale, or public auction. 

2) The horse has on-track success, and as a result, wins purse money that raises funds which can be distributed to shareholders at the discretion of the manager.

In those instances, you receive your pro-rata share of the distributions that occur. In the thoroughbred racing industry, the underlying asset is a fragile animal that may experience injuries or fail to have the athletic ability to generate income. In many cases, there will not be any return as a result of the horse’s performance. 

Since the underlying asset is a thoroughbred racehorse, this is a highly risky investment. Thoroughbreds are fragile animals that may get sick or injured, which would compromise their ability to generate revenue. 

A thoroughbred investment is highly speculative, and the price paid is not indicative of athletic ability and on-track performance. 

Dalmore Group, LLC does not make investment recommendations, and no communication, through this website or in any other medium should be construed as a recommendation for any security offered on or off this investment platform. 

Investments in private placements and racehorse investments, in particular, are speculative and involve a high degree of risk. Investors who cannot afford to lose their entire investment should not invest in racehorses.

There is no guarantee that the stated valuation and other terms are accurate or in agreement with the market or industry valuations. 

Additionally, investors in Regulation CF offerings will receive securities that are subject to holding period requirements. In the most sensible investment strategy for racehorse investing, racehorses should only be part of your overall investment portfolio. 

Further, the racehorse portion of your portfolio may include a balanced portfolio of different racehorses. Investments in racehorses are highly illiquid and those investors who cannot hold an investment for the long term should not invest.

Can I sell my shares?

Shares sold via Regulation Crowdfunding offerings have a one-year lockup period before those shares can be sold freely. The only exceptions to this one-year limit are when: 

– Transferring shares to a family member (defined as a child, stepchild, grandchild, parent, – stepparent, grandparent, spouse or spousal equivalent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships.).

– Transferring shares in connection with your death or divorce or other similar circumstances.

– Transferring shares to an accredited investor.

– Transferring shares to the company that issued the securities (MyRacehorse) solely at the discretion of the issuer.

The organization of the company: Dalmore Group, LLC requires information that shows the issuer company has taken steps necessary to organize as a corporation or LLC in its state of organization, is in good standing, and that the securities being issued will be duly authorized and validly issued.

The corporate structure and ownership: Dalmore Group, LLC works with the issuer company to disclose its organizational structure, affiliated entities, and current capitalization. 

The people behind the company: Dalmore Group, LLC helps the issuer company disclose who is behind the operations and strategy of the company, along with their previous related experience, and Bad Actor Reports to provide evidence that the company is not disqualified from proceeding with its offering.  

Information provided to investors: Dalmore Group, LLC checks that the issuer company is providing clear disclosure of its financial situation, business origins, and operations, and legal authority to engage in its business activities. 

Investor information and terms of the offering: Dalmore Group, LLC reviews for consistency each instance where the issuer company describes the offering terms and identifies to investors how the issuer company reached its current valuation and will track and keep in touch with its security holders. 

Review of transaction documents: Dalmore Group, LLC performs an independent review of transaction documents to check for red flags and conformance with stated terms.

Business due diligence: Dalmore Group, LLC conducts research and due diligence on each company before it is able to accept investments on the platform.  Dalmore Group, LLC will typically conduct hours of due diligence per opportunity, which requires the satisfactory completion of a detailed set of individual questions and data requests.  

Particular focus is paid to the following issues throughout the due diligence process:  

  • Problem or inefficiency being addressed. 
  • Product/service overview, stage of development, and anticipated milestones. 
  • Demonstrated traction (e.g. revenue, pre-sales, purchase orders, signed contracts, media coverage, awards, etc.).
  • Data to support claims made in marketing materials (e.g., user/customer metrics, signed contracts and agreements, product demonstrations, etc.). 
  • Growth strategy. 
  • Employees and advisors (including ownership structure.
  • Addressable market (e.g. size, growth, penetration, etc.). 
  • Competitive landscape and industry dynamics. 
  • Exit opportunities. 
  • Intellectual property. 
  • Historical financials. 
  • Financial projections (including error-checking, evaluation of key assumptions, and reconciliation to stated growth plan). 
  • Reference checks (e.g., previous investors, advisors, etc.).
  • Investment overview (including determination of key terms, uses of funds, and current and previous investors). 

The findings of the foregoing review are presented to Dalmore Group, LLC, which may approve, reject, or require additional information for the offering. Upon approval and following the onboarding process, an offering can begin accepting investments online. 

General considerations: Notwithstanding the foregoing, these investments are illiquid, risky, and speculative and you may lose your entire investment.  The foregoing summarizes our standard process. However, each diligence review is tailored to the nature of the company, so the aforementioned process is not the same for every issuer. 

Completing the vetting process does NOT guarantee that the company has no outstanding issues or that problems will not arise in the future.  While the foregoing process is designed to identify material issues, there is no guarantee that there will not be errors, omissions, or oversights in the due diligence process or in the work of third-party vendors utilized by Dalmore Group, LLC. 

Each investor must conduct their own independent review of documentation and perform their own independent due diligence and should ask for any further information required to make an investment decision.

What happens if a horse does not reach its funding goal?
If a horse does not reach its minimum funding goal, all funds will be returned to the investors after the closing of the offering.
How can I learn more about a horse’s offering?
All available financial information can be found on the offering pages for the company’s Regulation Crowdfunding offering.
Can I cancel my investment?

You may cancel your investment at any time, for any reason, until 48 hours prior to a closing occurring.  If you have already funded your investment and your funds are in escrow, your funds will be promptly refunded to you upon cancellation. 

To submit a request to cancel your investment, please email [email protected].

How do I contact someone from MyRacehorse?
If you have questions that have not been answered in the FAQ, please email our Investor Support Team at [email protected].
Where can I learn more about investing in Reg CF offerings?
Please download additional Education Materials here.

Notices

Dalmore Group LLC Logo BI Form   CRS Form   Privacy Policy   Form C   Terms of Use   BrokerCheck    Educational Materials

This site is operated by Dalmore Group, LLC (“Dalmore Group”), which is a registered broker-dealer, and member of FINRA | SIPC, located at 530 7th Avenue, Suite 902, New York, NY 10018, please check our background on FINRA’s BrokerCheck. All securities-related activity is conducted by Dalmore Group, LLC (“Dalmore Group”). Dalmore Group does not make investment recommendations and no communication, through this website or in any other medium should be construed as a recommendation for any security offered on or off this investment platform. Equity crowdfunding investments in private placements, and start-up investments in particular, are speculative and involve a high degree of risk and those investors who cannot afford to lose their entire investment should not invest in start-ups. Companies seeking startup investments through equity crowdfunding tend to be in earlier stages of development and their business model, products and services may not yet be fully developed, operational or tested in the public marketplace. There is no guarantee that the stated valuation and other terms are accurate or in agreement with the market or industry valuations. Additionally, investors may receive illiquid and/or restricted stock that may be subject to holding period requirements and/or liquidity concerns. In the most sensible investment strategy for start-up investing, start-ups should only be part of your overall investment portfolio. Further, the start-up portion of your portfolio may include a balanced portfolio of different start-ups. Investments in startups are highly illiquid and those investors who cannot hold an investment for the long term (at least 5-7 years) should not invest. Dalmore Group does not provide custody services in connection any investments made through the platform.