Product Manager, of Sport-BLX, Inc. Prior experience includes consulting, marketing, and product oversight for global fintech and blockchain companies.
Executive VP, Operations, of Sport-BLX, Inc. Previously a Senior Managing Director Clinton Group, Inc.
Why people love us
“He’s [Max Player] becoming more professional all the time in his morning workouts. Anyone that watched his two races at Parx could see he ran pretty green. He got pinched out a little bit into the first turn and Dylan did a nice job of getting him back into the race and into the clear. He had a bit of a wide trip, but it was a great ride by Dylan. He’s shown us in the morning that he’s had a lot of run at the end of his workouts. It’s exciting. I would think the Wood Memorial would be the right spot."
Thoroughbred horse racing trainer and bloodstock agent.
"86 Beyer for today's Withers winner Max Player for @LindaRiceRacing. Another big step in the right direction for a lightly raced horse."
TV Analyst and Handicapper for the New York Racing Association
"We are excited about Swingman. He's got a good size, very correct and has good bone. He is an efficient mover. Tonalist is an up and coming stallion with great pedigree. The filly is strong bodied with good confirmation. Her mother is an AP Indy mare so we are optimistic in her future. Her sire is Munnings who is the leading active dirt sire for stakes winners in 2020 having a lot of success with fillies.""
General Manager, K&G Stables, Breeder of Swingman
[Re: Swingman] "I liked this colt when he was at your farm and has a good pedigree. The stallion will continue to do well, especially as the distances get longer for the 3yos. Looks like a "Classic" type prospect. Smallish, but very well balanced filly. Sire is white hot on the track."
SportBLX Thoroughbreds has aspects similar to other new horse ownership groups, such as a low buy-in into the ownership experience, but has put its own twist on the enterprise by envisioning its members as buying into the entire life of a horse, including potential breeding and bloodstock revenue.
Last Saturday was a good one to be a 3-year-old from the first crop of an A.P. Indy-line stallion. One of last year's stars, (by , a great-grandson of A.P. Indy) confirmed that he had wintered well with a three-length victory in the Holy Bull Stakes (G3).
In his first two races, Max Player had shown a tendency to climb and shy away from kickback. But when he put his mind on running, Max Player demonstrated a long stride and seemingly a desire to go a distance of ground.
George Hall's Max Player, trained by Linda Rice and patiently piloted by Dylan Davis, proved resilient in overcoming a difficult trip to win Saturday's Grade 3, $250,000 Withers at Aqueduct Racetrack. Sent to post at odds of 5-1, Max Player was in tight and on the heels of Mr. Shortandsimple taking significant kickback into the ...
The Corporation owns several horses, all well-bred, providing investors with diversity and multiple opportunities for on-track excitement. The portfolio is led by Max Player a well-bred three-year old son of Honor Code. He is being pointed to the prep races for the Kentucky Derby having earned 10 qualifying points in the Withers Stakes. Ownership in SportBLX Thoroughbreds gives investors a shot at being part of the Triple Crown experience if Max Player continues to perform.
SportBLX Thoroughbreds owns 13.6% of several horses: Max Player, a three-year old Honor Code colt and winner of the G3 Withers Stakes, Swingman, a two-year old Tonalist colt in training, and an unnamed yearling filly by Munnings out of an A.P. Indy mare. SportBLX Thoroughbreds is raising additional capital to buy an additional stake in Max Player and Adara, a two-year old Empire Maker colt in training, and additional racehorses.
As of late February 2020, the third-party appraised values for the three owned horses are $1.75 million for Max Player and $100,000 each for Swingman and the unnamed yearling filly (the appraisals are set forth as an attachment on the site). Thus, the Company's value today is approximately $280,000 including cash on hand. The Company has 3,078 shares outstanding, so the capital raise is being done at $92.00 per share.
Max Player (Honor Code – Fools in Love)
Adara (Empire Maker – Mattie Camp)
Swingman (Tonalist - Eternal Grace)
Unnamed Filly (Munnings - Indy Annestesia)
How Does It Work?
Investors will be purchasing an equity interest in SportBLX Thoroughbreds Corp, a company that owns a portfolio of horses and is managed by SportBLX, Inc. Money raised from this offering will be used to purchase additional racehorses and pay expenses arising from the training, care, and other typical expenses necessary to manage a horse. At the minimum offering size of $276,000, an additional 10% of Max Player and 25% of Adara will be purchased. At the Reg CF maximum offering size of $1,070,000, an additional 25% of Max Player, 100% of Adara and 86.4% of each of Swingman and the unnamed filly will be purchased. Investors are entitled to a share of revenue from racing, breeding, and all other sources of revenue generated by each horse. Additionally, excess cash received from purses may be used to make distributions to shareholders, and, or purchase additional horses which the investors will also share an equity stake in.
The Corporation intends to raise additional capital above $1,070,000 (in the case of our offering $1,069,960 since we will not issue partial shares) to a maximum total offering size of $1,999,998 from additional accredited investors using Reg D. In this case, cash raised above the $1,069,960 will accrue to the Corporation's balance sheet for additional purchases of other racehorses thus diversifying shareholders in multiple racehorses.
Invest today and join the Derby dream!
What does your company do?
SportBLX Thoroughbreds' goal is to bring the thrill of thoroughbred ownership to fans and investors. The corporation owns 13.6% of each of Max Player, Swingman, and an Unnamed Munnings Filly - and is providing the general public an opportunity to invest in a a Kentucky Derby contender in Max Player. Investors will have access to unique content on the SportBLX site and be eligible for unique on-track experiences.
Where will your company be in 5 years?
We would like the corporation to be a powerhouse in the racing industry executing our mission to innovate and bring new owners into the sport. With Max Player's recent victory our company has already gained significant traction in the racing industry. Besides owning runners in stakes races, we would like to have an established band of broodmares and stallion prospects to expose investors to the breeding business. We will work tirelessly to preserve and increase shareholder value.
Why did you choose this idea?
SportBLX Thoroughbreds endeavors to revolutionize the industry and give fans the opportunity to experience the thrill of racehorse ownership at the highest levels of competition.
What am I investing in?
Investors are purchasing an equity interest in a company with a portfolio of horses managed by SportBLX, Inc. Money raised from this offering will be used to pay expenses arising from the training, care, and other typical expenses necessary to manage a horse. Investors are entitled to a share of revenue from racing, breeding, and all other sources of revenue generated by each horse.
What is SportBLX?
SportBLX is an web-based portal that allows fans and investors all over the world to own shares of unique assets in sports. Our goal at SportBLX is to deliver a robust marketplace for all fan tastes and investment strategies.
What horses are included in this portfolio?
SportBLX Thoroughbreds is a corporation which owns 13.6% of each of Max Player, Swingman, and an Unnamed Munnings Filly. Max Player, a three-year old colt by Honor Code colt out of Fools in Love (by: Not For Love), is the winner of the G3 Withers Stakes and Triple Crown hopeful. Adara, a two-year old colt by Emprie Maker out of Mattie Camp (by: Forest Camp), is in training and being pointed to the races this year. Swingman, a two-year old colt by Tonalist out of Eternal Grace (by: Gilded Time), is in training and being pointed to the races this year. An unnamed yearling filly by Munnings out of Indy Annestesia (by: A.P. Indy) is on the farm.
What is special about this group of horses?
The portfolio’s lineup is led by Max Player, a G3 Winner of two races in three starts, having never finished worse then second. Max Player is being pointed to the Kentucky Derby prep races. Adara is a well-bred colt by classic winner, Empire Maker. His Dam has produced winners a graded stakes winner and is in the same family as Baby Zip, City Zip and Ghostzapper. Swingman is a well-bred colt by classic winner, Tonalist, and stakes-placed mare, Eternal Grace. While Max Player contributes the majority of the value to the corporation today, the other three horses provide enhanced value potential to the overall corporation.
How are you different then horse racing syndicates?
SportBLX’s goal is to bring the thrill of thoroughbred ownership to more people around the world. The corporation is designed to be a portfolio and an ongoing enterprise, providing investors diversification and potential enhanced liquidity in the future. We are different than syndicate models in the industry and do not charge a markup to our investors.
What special events are available to investors?
Investors will have access to unique content on the SportBLX site and be eligible for unique on-track experiences.
What if I’m an accredited investor and want to invest more than is allowed through crowdfunding?
SportBLX Thoroughbreds Corp also has a Reg D offering for the company that is open for accredited investors at https://sportblx.com/offerings/sportblx-thoroughbreds/ .
Are there any purchase rights for stallion prospectors?
All horses in the portfolio have strong pedigrees on both sides of their families. Owners of 5% of SportBLXThoroughbreds will have a right of first offer in a sale of any of the horses. Please see the Offering Memorandum for more details.
What level of liquidity will your shares hold? Can I sell my shares?
Shares are restricted from transfer for a period
of time under applicable federal securities laws. The Securities Act and the rules of the SEC provide in substance that shareholders may dispose of the shares only pursuant to an effective registration statement under the Securities Act, an exemption therefrom or as further described in Section 227.501 of Regulation Crowdfunding, after which certain state restrictions may apply. The company has no obligation or intention to register any of the shares, or to take action so as to permit sales pursuant to the Securities Act. Even if and when the shares become freely transferable, a secondary market in the shares may not develop. The company advises that shareholders should understand that they bear the economic risks of the investment in the shares for an indefinite period of time.
What is the pedigree for each?
Please see uploaded documents in the “Story” section or visit https://sportblx.com/offerings/sportblx-thoroughbreds/ .
What are the use of proceeds?
Money raised from this offering will be used to purchase additional racehorses and pay expenses arising from the training, care, and other typical expenses necessary to manage a horse. At the minimum offering size of $276,000, an additional 10% of Max Player and 25% of Adara will be purchased. At the Reg CF maximum offering size of $1,070,000, an additional 25% of Max Player, 100% of Adara and 86.4% of Swingman and the unnamed filly will be purchased.
How are expenses allocated for each horse?
Expenses are split between training, care, housing, and other expenses associated with owning racehorses. We plan on setting aside capital to meet the operating expense needs of the horses.
Why did you choose this idea?
Our founders have a long history as successful individual owners in the racing industry. However, even with champion horses, it is difficult to connect with fans and the general public. With SportBLX Thoroughbreds, we seek to let the public gain access to the thrill of thoroughbred ownership while also engaging the horse racing community with a more personal connection to the racehorses they love.
What is the difference between SportBLX and SportBLX Thoroughbreds?
SportBLX is a web-based portal that allows fans and investors to own unique assets in sports. SportBLX Thoroughbreds is corporation which owns a portfolio of racehorses and is selling shares through SportBLX and Wefunder.
How will you make money?
SportBLX Thoroughbreds will earn money through race winnings, breeding rights, and any potential sales of the horses in our portfolio.
What is your team's experience in the industry?
George Hall is the Executive Chairman and co-founder of Sport-BLX, Inc., a financial technology company, and the CEO and founder of Clinton Group, Inc., an investment firm founded in 1991. In 2004, Mr. Hall bought four yearlings for a combined $180,000 and two became stakes winners, including Fagan’s Legacy, named for George’s grandfather. Since then, he has owned, bred and raced horses and won the 2011 Belmont Stakes at the very track where he was introduced to the game as a child by his grandfather.
How is the value of Company determined for the offering?
As of late February 2020, the appraised values for the three owned horses are $1.75 million for Max Player and $100,000 each for Swingman and the unnamed yearling filly (the appraisals are set forth as an attachment on the site). Thus, the Company's value today is approximately $280,000 including cash on hand. The Company has 3,078 shares outstanding, so the capital raise is being done at $92.00 per share.
What are the fees associated with the company?
The company's management team and board has no compensation at present. Pursuant to master services agreement which will be put in place at the closing of the offering, SportBLX will provide management and administration services to the company for a fee of 10% of assets under management. In addition, after paying dividends to shareholders equal to the offering amount, the company will pay a performance fee equal to 20% of the amount of funds that the board determines to distribute, with 80% being paid as dividends to shareholders. The offering amount is the post-money valuation of the company after the closing of the offering.
How has the horse racing industry responded to COVID-19?
As leagues and venues hosting sporting events grapple with how to move on amid the spread of COVID-19, also known as coronavirus, Oaklawn Park announced Thursday morning (3/12) it intends to ‘race on’ as they host a key prep race this weekend, the $1 million Rebel Stakes (3/14), while taking appropriate preventive measures to protect patrons on premises. Churchill Downs officials have said they will monitor how other sports leagues handle coronavirus in the weeks leading up to the first Saturday in May. Regarding Churchill Downs, Inc., J.P. Morgan analyst Daniel Politzer notes that the Kentucky Derby has been run uninterrupted for 145 straight years, despite pandemics, world wars, and the Great Depression.
We will continue to be diligent about communicating to our shareholders and followers and share industry updates specifically in regards to NYRA and the Wood Memorial. SportBLX Thoroughbreds extends its best wishes to everyone during this challenging time.
SportBLX Thoroughbreds has financial statements ending December 31 2019.
Our cash in hand is $16,388, as of February 2020. Over the three months prior, revenues averaged $5,000/month, cost of goods sold has averaged $0/month, and operational expenses have averaged $5,000/month.
At a Glance
to December 31
Short Term Debt
Raised in 2019
Cash on Hand
As of 02/27/20
Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes and other financial information included elsewhere in this offering. Some of the information contained in this discussion and analysis, including information regarding the strategy and plans for our business, includes forward-looking statements that involve risks and uncertainties. You should review the "Risk Factors" section for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
SportBLX Thoroughbreds' goal is to bring the thrill of thoroughbred ownership to fans and investors. The corporation owns minority interests in several racehorses - including 13.6% of each of Max Player, Swingman, and an Unnamed Munnings Filly - and is providing the general public an opportunity to own part of a Kentucky Derby contender in Max Player. Investors will have access to unique content on the SportBLX site and be eligible for unique on-track experiences.
We would like the corporation to be a powerhouse in the racing industry executing our mission to innovate and bring new owners into the sport. With Max Player's recent victory our company has already gained significant traction in the racing industry. Besides owning runners in stakes races, we would like to have an established band of broodmares and interests in stallion prospects to benefit investors from the breeding business. We will work tirelessly to preserve and increase shareholder value.
SportBLX Thoroughbreds Corp. was incorporated in the State of Delaware in June 2019. Sport-BLX, Inc. (“SportBLX”) is a financial technology company that is in the business of securitizing and listing unique sports assets. SportBLX Thoroughbreds Corp. (the “Corporation”) is an entity in the business of buying, racing and breeding racehorses. The Corporation is capitalized with class A and class B stock, the latter which is voting and controlled by SportBLX. The Corporation’s officers are SportBLX employees as well. Besides the master services agreement in place and SportBLX’s ownership of class B shares, there is no other financial arrangement with the Corporation. There are no shared assets, liabilities, royalties, etc. One way to look at the Corporation has an outsourced management team staffed by SportBLX.
We are giving investors an opportunity to own a high quality stable of well-bred racehorses.
One of the portfolio thoroughbreds, Max Player, has already earned a spot on the Kentucky Derby points leaderboard by winning the Withers Stakes.
All four thoroughbreds have strong pedigrees on both sides of their families. SportBLX Thoroughbreds owns 13.6% of the racehorses.
Owners of 5% of SportBLX Thoroughbreds Corp. will have a right of first offer in a sale of any of the horses.
Limited opportunity to own an equity stake in the company and partner with some of the most successful names in the industry as a co-owner.
Unlike other syndicate models, there is no markup from the syndicate manager.
Owners will have access to unique content on the SportBLX site and be eligible for unique on-track experiences.
Historical Results of Operations
Our company was organized in June 2019 and has limited operations upon which prospective investors may base an evaluation of its performance.
Revenues & Gross Margin. For the period ended December 31, 2019, the Company had revenues of $0.
Assets. As of December 31, 2019, the Company had total assets of $0, including $0 in cash.
Net Income. The Company has had net income of $0 for 2019.
Liabilities. The Company's liabilities totaled $0 for 2019.
Related Party Transaction
Refer to Question 26 of this Form C for disclosure of all related party transactions.
Liquidity & Capital Resources
To-date, the company has been financed with $51,200 in equity.
After the conclusion of this Offering, should we hit our minimum funding target, our projected runway is 12 months before we need to raise further capital.
We plan to use the proceeds as set forth in this Form C under "Use of Funds". We don’t have any other sources of capital in the immediate future.
We will likely require additional financing in excess of the proceeds from the Offering in order to perform operations over the lifetime of the Company. We plan to raise capital in 1 months. Except as otherwise described in this Form C, we do not have additional sources of capital other than the proceeds from the offering. Because of the complexities and uncertainties in establishing a new business strategy, it is not possible to adequately project whether the proceeds of this offering will be sufficient to enable us to implement our strategy. This complexity and uncertainty will be increased if less than the maximum amount of securities offered in this offering is sold. The Company intends to raise additional capital in the future from investors. Although capital may be available for early-stage companies, there is no guarantee that the Company will receive any investments from investors.
Runway & Short/Mid Term Expenses
SportBLX Thoroughbreds Corp. cash in hand is $16,388, as of February 2020. Over the last three months, revenues have averaged $5,000/month, cost of goods sold has averaged $0/month, and operational expenses have averaged $5,000/month, for an average burn rate of $0 per month. Our intent is to be profitable in 6 months.
In January of 2020, the Company issued 512 shares to accredited investors in exchange for a 13.60% stake in three thoroughbred racehorses, one of whom, Max Player, had already raced twice in 2019.
On February 1, 2020, Max Player won the Grade III Withers Stakes (the “Withers”) at Aqueduct Racetrack in New York. The Withers is one of the prep races for 3-year-old thoroughbreds that awards points on the road to the Kentucky Derby. Max Player earned 10 points and took home the winner’s share of the $250,000 purse. As a result, Max Player’s appraisal value has increased materially.
The Company plans to offer additional shares to accredited investors through a Reg D offering and to non-accredited investors by way of a Reg CF offering through Wefunder. The offering will include a 100% stake in Adara, a two-year-old Empire Maker colt out of Mattie Camp.
The Company is planning on doing a 6:1 stock split prior to these issuances.
Management has evaluated subsequent events through February 24, 2020, the date that these financial statements were available to be issued, and determined that no subsequent events, except for those stated above, occurred that would require recognition or additional disclosure in the financial statements.
Horse racing is highly volatile. Revenues are realized from purses from winning races or a sale of racehorses. There is no guarantee that the Company will generate revenues in the next 3-6 months. It's extremely difficult to predict revenues; they could be zero, or they could be $100k if Max Player were to win a race. Expenses for horses run between $5,000 and $6,000 per month. Our expenses will fluctuate depending on how much we ultimately buy of the horses. In the maximum offering case, we expect to incur $17,000 to $20,000 per month for operating expenses.
The corporation is designed to sustain expenses with its current balance sheet and ownership level. However, if needed the directors and officers or SportBLX would step in on an as needed basis. They also intend to raise additional capital through Reg D from friends and family and their extended network.
A note from Wefunder. Unlike companies on the NASDAQ, early-stage startups have little operating history. Financial analysis is not as useful when there is limited data. It's more important to predict the size of the future market. If the founder achieves their vision, will enough customers pay the company enough money?
It's also common for fast-growing startups to lose money even faster: they are investing in future growth. In these cases, it's often better to check if the Cost of User Acquisition (CAC) is lower than the Lifetime Value (LTV) of that customer. If one spends $1000 today to make $10,000 over the next five years, that may be a smart bet. Amazon is a famous example of re-investing potential profits to maximize growth over 20 years.
The company was incorporated on January 14, 2019. It is a startup company that has not yet started operations, and has not started full operations. There is no history upon which an evaluation of its past performance and future prospects can be made. Thoroughbred racing is an intensely competitive activity, and we will be competing with persons who have significantly greater experience and financial resources than we do. There can be no assurance that we will be successful in our endeavors.
The company’s performance is entirely dependent upon the performance of the horses it owns.
The company’s sole source of revenues will be derived from the performance of the horses. The company may receive winnings resulting from the performance of the horses in races, or profits from the sale of one or more horses. The company may potentially be able to charge stud fees if any of its horses are successful enough. All of these payments will be received net of commissions. If the horses do not win any purses, the company may receive no revenues, and yet still be responsible for the upkeep of the horses. Since a horse’s performance is affected by the skill of its trainer and jockey, the decisions made by management with respect to choice of trainer, jockey and the races in which the horses are entered will affect whether the company generates any revenue. Investors will have no input into these decisions.
Not all the horses to be owned by the company have been selected, and management may pick horses that fail to perform.
A portion of the proceeds of this offering may be used to buy additional horses to those identified. All decisions with respect to acquisition or selling of horses will be made by management of the company, without any input from investors, and investors may disagree with the decisions made by management.
Not all of the horses have been assigned to a specific trainer.
A horse’s performance and value is greatly affected by its trainer. Not all of the horses that we are acquiring or may acquire in the future are assigned to a specific trainer, and there can be no assurance that we will select the best trainer for any particular horse, or that we will be able to place every horse with a trainer. Since the company has no training facilities of its own, this will mean the prospect of any revenues from any horses that are not placed with a trainer are greatly diminished.
The company will be required to pay trainer fees and other outgoings with respect to the horses whether or not any of its horses win any races.
We anticipate entering into customary contracts with trainers. Under these contracts, we will be required to pay for the upkeep of the horses, regardless of the horses’ success. The company will thus be subject to significant expenses, which the revenues received may not offset. We will also be required to pay SportBLX Inc. fees for management of the company’s operations. We may ultimately pay more in expenses than we receive in revenues.
The cost of racing is unpredictable and speculative and may negatively impact the company’s ability to generate revenue.
The company will be subject to increases in operation costs, labor rates and other variable costs, such as costs of feed and grain and costs of transporting animals (all of which are subject to inflationary pressure and should be expected to increase), to an extent which cannot be matched by increases in revenue. The racehorse industry, like other industries, is subject to labor disputes, labor shortages, and government intervention, changes in laws, licensing or regulatory restrictions may adversely impact the availability of grooms, trainers, jockeys and other horse industry workers. Adverse weather and economic conditions may result in unforeseen circumstances including, without limitation, restrictions on attendance at a particular race or racetrack, ability to transport the horses, and increases in costs or decreases in revenues. Changes in government regulations, whether or not relating to the horse racing industry, may result in additional expenses or reduced revenue from operations.
The valuation of racehorses is a highly speculative matter and the market for racehorses is extremely volatile. If the valuation of the company’s horses decreases, the company will still be responsible for the expenses of maintaining, training and racing its horses at lower level races or smaller venues, which could negatively impact the revenues from the horse.
The valuation of racehorses is a highly speculative matter and prices have fluctuated widely, particularly in recent years. The success of the company will be dependent upon the present and future values of racehorses generally, and of the company's horses in particular, and the racing industry in general, as well as the racing success of the company’s horses. Although the future value of horses generally cannot be predicted, it will be affected by general economic conditions such as inflation, employment, recessions, tariffs, unstable or adverse credit market conditions, other business conditions, the amount of money available for investment purposes, and continued interest of investors and enthusiasts in the racehorse industry. In the past, there has been growing foreign investment in certain types of racehorses, and the continued ability of foreign investors to acquire horses is subject to change due to economic, political or regulatory conditions. The value of racehorses is also subject to federal income tax treatment of racing and related activities, the continuation or expansion of legalized gambling and the size of racing purses, all which cannot be predicted. The expense of maintaining, boarding, training and racing horses can be expected to increase, regardless of what happens to the future market price of racehorses or the performance of the company’s horses.
There can be no assurances that the performance or value of any horse owned by the company will not decrease in the future, which may have an adverse impact on the company’s activities and financial position.
The business of owning, training and racing horses is a high-risk venture. There is no assurance that any horse acquired by the company will be successful. Horses are subject to aging, illness, injury and disease, which may result in permanent or temporary retirement from racing, restrictions in racing schedules, layups, and even natural death or euthanasia of the animal. There can be no assurances that the value of any horse which may be acquired and owned by the company will not decrease in the future or that the company will not subsequently incur losses on the racing careers or sale or other disposition of any or all of the horses. No combination of management ability, experience, knowledge, care or scientific approach can avoid the inherent possibilities of loss. While the company believes that there is a market for horse breeding, training and racing, that market is highly volatile. The horse industry is dependent upon the present and future values of horses and of the company’s horses in particular. The company can provide no assurance that it will be successful in its proposed activity. The expenses incurred may result in operating losses for the company and there is no assurance that the company will generate profits or that any revenues generated will be sufficient to offset expenses incurred or would result in a profit to the company. As a result, it is possible that investors will lose all or a substantial part of their investment in the company. Additionally, there is no assurance that there will be any cash available for distribution.
If a horse is unsuccessful in racing, becomes sick or injured, the company’s revenue will be adversely affected.
Horse racing is extremely speculative and expensive. A horse in which the company owns must earn enough through racing to cover expenses of boarding and training. If a horse in which the company owns is unsuccessful in racing, its value will be adversely affected. Furthermore, revenues from racing are dependent upon the size of the purses offered. The size of the purses depends in general on the extent of public interest in horse racing, and in particular on the relative quality of the specific horses in contention in any specific meeting or race. Although public interest has been strong in recent years, there is no assurance that public interest will remain constant, much less increase. Legalized gambling proliferating in many states threatens to curtail interest in horse racing as a means of recreation. In addition, there is no assurance that a horse owned by the company will be of such quality that they may compete in any races which offer purses of a size sufficient to cover the company’s expenses.
The company may purchase insurance on its horse which could require company resources to be spent to cover any losses from the death or injury of a horse.
At the discretion of management, insurance may be purchased for a horse. There is no guarantee that any or all of the company’s horses will be insured. Mortality insurance insures against the death of a horse during the company's ownership. Medical insurance covers possible risks of injury during racing or training. Liability insurance covers the risk that the horse causes death, injury or damage to persons or property. Without insurance, the company is responsible for the cost of injury of veterinary expenses, surgery, and rehabilitation, or in the event of death, the company will lose its investment in the horse. The payment of such liabilities may have a material adverse effect on our financial position.
Horse racing could be subjected to restrictive regulation or banned entirely, which could adversely affect the conduct of the company's business.
The racing future of and/or market for the horses in which the company owns depends upon continuing governmental acceptance of horse racing as a form of legalized gambling. Although horse racing has a long history of acceptance in the United States and as a source of revenue, at any time, horse racing could be subjected to restrictive regulation or banned entirely. The value of the company’s horses would be substantially diminished by any such regulation or ban. Horse racing is regulated in various states and foreign countries by racing regulatory bodies which oversee the conduct of racing as well as the licensing of owners, trainers and others. Further, other forms of gambling are being approved throughout the United States and therefore no assurance can be provided that the legalization of other forms of gambling and competition from non-gambling sports and other activities will not adversely affect attendance and participation, and therefore the profitability of horse racing and sales.
A decrease in average attendance at races coupled with increasing costs could jeopardize the continued existence of certain racetracks which could negatively impact the company's operations.
A decrease in average attendance per racing date coupled with increasing costs could jeopardize the continued existence of certain racetracks which could impact the availability of race tracks available for horses in which the company owns to race at and then negatively impact its operations.
Industry practices and structures have developed which may not be attributable solely to profit-maximizing, economic decision-making which may have an adverse impact on the company's business.
Because horse racing is a sport as well as a business, industry practices and structures have developed which not be attributable solely to profit-maximizing, economic decision making. For instance, a particular bloodline could command substantial prices owing principally to the interest of a small group of individuals having particular goals unrelated to economics. A decline in this interest could be expected to adversely affect the value of the bloodline.
The company maybe a minority owner of a horse and thus it may not have sufficient control regarding the training or racing of that horse.
The company will not always be a majority owner in a particular horse. Therefore, despite its best efforts to build in oversight rights and major decision rights (such as the sale of the horse) the company may have minimal input with regard to the race selection and training of the horse. As a result, the company may be dependent on the majority owners’ decisions as to when and where to race or show that horse and to its training regime. Additionally, there are situations in which a trainer or owner may have a conflict of interest which could negatively impact the ability of a horse to be placed in a particular race and given priority in workout times, jockeys or stabling.
Competitive interests and other factors can have unforeseen consequences.
The horseracing industry is highly competitive and speculative. Horseracing in the United States and in foreign countries draws competitors and participants from locations throughout the United States and overseas, who have been in the business of horseracing for many years and have substantially greater financial resources than the company. The company will be competing in its racing and selling activities with such persons. Similarly, horse markets are international, and auctions are frequently internationally advertised. This can be favorable in that it increases the value of the horses but, by the same token, the company has little influence and may not be able to compete with such competitors in the acquisition of horses. The company will be competing in the purchase and sale of horses with most of the major horse breeders and dealers in the United States and foreign countries. Thus, prices at which the company buys or sells its horses may vary dramatically. Market factors, which are beyond the company’s control, will greatly affect the profitability of the company. Such factors include, but are not limited to, auction prices, private sales, foreign investors, federal income tax treatment of the racing industry and the size of racing purses. Further, the company and the concept of crowd-funding in the racehorse industry is a new venture and thus the risk of unforeseen issues and problems is high.
The company depends on a small management team and may need to hire more people to be successful.
The success of the company will greatly depend on the skills, connections and experiences of its management. The company has not entered into employment agreements with its executives. Should any of them discontinue working for the company or affiliated entities, there is no assurance that the company will continue. Further, there is no assurance that the company will be able to identify, hire and retain the right people for the various key positions.
Control of the company is in the hands of Sport-BLX, Inc.
SPORTBLX owns six Series B Common Tokens issued by the company and thus has sole voting power over all the actions of the company, except where specified by Delaware corporate law. Investors in this offering will have no power to determine the management or operations of the company. SPORTBLX is operated by George Hall and Joseph De Perio.
Upon closing of the offering, SPORTBLX provides management and administration services to the company for a fee of 10% of assets under management. In addition, after paying dividends to shareholders equal to the offering amount, the company will pay a performance fee equal to 20% of the the amount of funds that the board determines to distribute, with 80% being paid as dividends to shareholders. The offering amount is the post-money valuation of the company after the closing of the offering.
The company has no intention of paying dividend payments on a regular schedule as revenues are irregular, seasonal, and unpredictable.
Pursuant to our bylaws, the board of directors has the power to declare dividends from time to time, but there is no obligation to do so.
The revenues, if any, of the company may be highly irregular and seasonal. While management will endeavor to sell horses for cash at the time of sale, there can be no assurance that other payment terms will not be required by the relevant market conditions.
Revenues from racing winnings will depend upon the performance of the company’s horses. Moreover, the payment of dividends is subject to the provisions of Delaware law, which condition the payment of dividends upon the company’s having net earnings. The consequent variance in the amount or the timing of the company's dividends, if any, could pose particular risks for investors who seek to transfer their Shares at any given time.
The offering price has been arbitrarily set by the company.
The offering price of the Shares has been arbitrarily set by the company based upon its expected financial requirements. The offering price of the Shares is not necessarily indicative of their value. No assurance can be given that the Shares, if transferred, could be sold for the offering price or for any other amount.
The exclusive forum provision in the company’s Certificate of Incorporation may have the effect of limiting an investor’s ability to bring legal action against the company and could limit an investor’s ability to obtain a favorable judicial forum for disputes.
Section IX of the company’s Certificate of Incorporation contain exclusive forum provisions for certain lawsuits. In addition, in section XIV of the Subscription Agreement states that parties expressly agree that all the terms and provisions hereof shall be construed in accordance with and governed by the laws of the State of Pennsylvania without regard to the principles of conflicts of laws. Any suit, action or other proceeding arising out of or based upon this Agreement shall be subject to the provisions of the Arbitration Agreement which is incorporated in the Subscription Agreement
There is also the possibility that the exclusive forum provisions may discourage stockholder lawsuits, or limit stockholders’ ability to bring a claim in a judicial forum that it finds favorable for disputes with us and our officers and directors. Alternatively, if a court were to find this exclusive forum provision inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, the company may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect its business and financial condition.
Investors in this offering may not be entitled to a jury trial with respect to claims arising under the subscription agreement and claims where the forum selection provision is applicable, which could result in less favorable outcomes to the plaintiff(s) in any such action.
Investors in this offering will be bound by the subscription agreement, which includes a provision under which investors waive the right to a jury trial of any claim they may have against the company arising out of or relating to the subscription agreement, including any claim under the federal securities laws. Further, the Court of Chancery in Delaware is a non-jury trial court and therefore those claims will not be adjudicated by a jury. See Section 15 in the subscription agreement.
If the company opposed a jury trial demand based on the waiver, a court would determine whether the waiver was enforceable based on the facts and circumstances of that case in accordance with the applicable state and federal law. To the company’s knowledge, the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by a federal court. However, the company believes that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the State of New York, which governs the subscription agreement, in the Court of Chancery in the State of Delaware. In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courts will generally consider whether the visibility of the jury trial waiver provision within the agreement is sufficiently prominent such that a party knowingly, intelligently and voluntarily waived the right to a jury trial. The company believes that this is the case with respect to the subscription agreement.
Investors should consult legal counsel regarding the jury waiver provision before entering into the subscription agreement.
If an investor brings a claim against the company in connection with matters arising under the subscription agreement, including claims under federal securities laws, an investor may not be entitled to a jury trial with respect to those claims, which may have the effect of limiting and discouraging lawsuits against the company. If a lawsuit is brought against the company under the subscription agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in such an action.
Nevertheless, if this jury trial waiver provision is not permitted by applicable law, an action could proceed under the terms of the subscription agreement with a jury trial. No condition, stipulation or provision of the subscription agreement serves as a waiver by any holder of common shares or by us of compliance with any substantive provision of the federal securities laws and the rules and regulations promulgated under those laws.
In addition, when the shares are transferred, the transferee is required to agree to all the same conditions, obligations and restrictions applicable to the shares or to the transferor with regard to ownership of the shares, that were in effect immediately prior to the transfer of the shares of Preferred Stock, including but not limited to the subscription agreement.
Investors cannot easily resell the securities.
The Shares are “restricted” under the Securities Act. There are strict limitations on how you can resell your securities for the next year, and they cannot be easily resold even after that year.
More importantly, there is no market for these securities, and there might never be one. That means the money you paid for these securities could be tied up for a long time.
The provisions of Section 12(g) of the Securities Exchange Act may result in our having to limit transfers of the Shares.
Section 12(g) of the Securities Exchange Act of 1934 provides that if a company acquires 2,000 holders of record of any class of its equity securities (or 500 non-accredited holders), it must register under the Exchange Act and become a fully-reporting public company, which would be a burden for a small company. To the extent any trading market develops for the Shares we may therefore limit transfer in order not to trigger the thresholds of Section 12(g). This may have the result of reducing any eventual trading in our Shares, and the price of such Shares.
Our future success depends on the efforts of a small management team. The loss of services of the members of the management team may have an adverse effect on the company. There can be no assurance that we will be successful in attracting and retaining other personnel we require to successfully grow our business.
Peter Rawlins is a part-time officer. As such, it is likely that the company will not make the same progress as it would if that were not the case.
Joseph De Perio is a part-time officer. As such, it is likely that the company will not make the same progress as it would if that were not the case.
George E. Hall is a part-time officer. As such, it is likely that the company will not make the same progress as it would if that were not the case.
Impact of non-compliance with regulations.
The company is not registered and will not be registered as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and Sport-BLX, Inc. will not be registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”). The company has taken the position that the underlying assets are either (i) not “securities” within the meaning of the of the Investment Company Act or the Investment Advisers Act. This position, however, is based upon applicable case law that is inherently subject to judgments and interpretation. If the company were to be required to register under the Investment Company Act or the Manager were to be required to register under the Investment Advisers Act, it could have a material and adverse impact on the results of operations and expenses, and the company may be forced to liquidate.
Joseph De Perio is a part-time officer. As such, it is likely that the company will not make the same progress as it would if that were not the case.
George E. Hall is a part-time officer. As such, it is likely that the company will not make the same progress as it would if that were not the case.
Peter Rawlins is a part-time officer. As such, it is likely that the company will not make the same progress as it would if that were not the case.
The Board of Directors
Joseph De Perio
President @ Sport-BLX, Inc.
George E. Hall
CEO @ Sport-BLX, Inc.
Executive Vice President @ Sport-BLX, Inc.
Joseph De Perio
George E. Hall
6 Class B Common Stock
Past Equity Fundraises
Related Party Transactions
George E. Hall and K&G Stables LLC
George E. Hall is the corporation's President and Director. He is owner of K&G Stables LLC. Pursuant to the fundraising round closed on 1/31/20, the corporation purchased a minority interest of racehorses owned by Mr. Hall and K&G Stables LLC.
Use of Funds
Approximately 63% of proceeds will to purchase 10% of Max Player. Approximately 21% of proceeds will purchase 25% of Adara. 7.5% of proceeds will pay WeFunder. Remainder (8.5%) will be allocated for balance sheet cash.
Approximately 40% of proceeds will to purchase 25% of Max Player. Approximately 21% of proceeds will purchase 100% of Adara. Approximately 8% of proceeds will purchase 86% of Swingman. Approximately 8% of proceeds will purchase 86% of Unnamed Filly. 7.5% of proceeds will pay WeFunder. Remainder (15.5%) will be allocated for balance sheet cash.
Class of Security
Securities (or Amount) Authorized
Securities (or Amount) Outstanding
Series A Common Stock
Series B Common Stock
The Funding Portal
SportBLX Thoroughbreds is conducting a Regulation Crowdfunding offering via Wefunder Portal LLC. CRD Number: #283503.
Form C Filing on EDGAR
The Securities and Exchange Commission hosts the official Form C on their EDGAR web site.
Wefunder supports three different federal laws that allow startups to raise money legally. To comply with the law, Wefunder Advisors LLC and Wefunder Portal LLC (both owned by Wefunder Inc) also list startups depending on the regulation used.
Legal May 16th 2016
Wefunder Portal LLC
for 278 startups
Wefunder Advisors LLC
for 100 startups
for 3 startups
Curious how well the companies have done? Or how many raised follow-on financing?
Some fine print: 1) These numbers include startups currently live on Wefunder if they pass their minimum target. 2) Some startups use two different laws at the same time (i.e., Regulation D and Regulation Crowdfunding).
wefunder.com/sportblx-thoroughbreds is managed by
Wefunder Portal LLC.
Wefunder Inc. runs wefunder.com and is the parent company of Wefunder Advisors LLC and Wefunder Portal LLC. Wefunder Advisors is an exempt reporting adviser that advises SPVs used in Reg D offerings. Wefunder Portal is a funding portal (CRD #283503) that operates sections of wefunder.com where some Regulation Crowdfunding offerings are made.
Wefunder, Inc. operates sections of wefunder.com where some Regulation D and A offerings are made. Wefunder, Inc. is not regulated as either a broker-dealer or funding portal and is not a member of FINRA.
You may also view our Privacy Notice.
Wefunder, Inc., Wefunder Advisors LLC, and Wefunder Portal
LLC do not review user-generated content beyond what's
required by US law. Some user-generated content, including investor
biographical information, may not be accurate.