|1||Swingman has strong pedigree on both sides of his family.|
|2||Swingman is a two year old today. Investors have an opportunity to invest in a young racehorse as he embarks on his racing career and experience the highs and lows of thoroughbred ownership.|
|3||Owners of 5% of Swingman Thoroughbred Corp. will have a right to first offer on a sale of Swingman in the future.|
|4||Investors will have access to unique content on the Sportblx.com website.|
For someone like myself who loves all things horse racing this is an opportunity to get involved with an investment at an entry level monetary value. I think the opportunity to invest in not only the racing aspect but also breeding is a major draw. Especially during these times where a large amount of racetracks are still not allowing fans Swingman Corp. keeps the information flowing with zoom calls that include trainers and owners. Any true horse fan would love to be able to hear the thoughts directly from trainers and owners as well as the opportunity to ask their own questions.
The corporation will purchase an equity interest in Swingman, a homebred two-year-old Tonalist colt. Tonalist is a four-time Grade 1 winner and leading son of Champion sire Tapit. Swingman is preparing to head to the racetrack in late September. We believe he has the potential to compete in lucrative races throughout his career. If Swingman is able to win a Grade 1 stakes race, his pedigree merits consideration as a stallion prospect as well. Ownership in Swingman Thoroughbred Corp. gives investors a shot at being part of the Thoroughbred Racing experience.
The company capital raise is being done at $100 per share with a minimum purchase of two shares.
HOW IT WORKS
Money raised from this offering will be used to purchase an interest in Swingman for racing and breeding and pay expenses arising from the training, care, and other typical expenses necessary to manage a horse. If applicable, the remaining offering proceeds will be used to build the company’s cash reserves. The company will earn money through race winnings, breeding rights, and a potential sale of the horse. Shareholders will own equity interests in the company and benefit from its accrued earnings.
Swingman Thoroughbred has financial statements ending September 17 2020. Our cash in hand is $100, as of September 2020. Over the three months prior, revenues averaged $0/month, cost of goods sold has averaged $0/month, and operational expenses have averaged $0/month.
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.
Swingman Thoroughbred Corp’s goal is to bring the thrill of thoroughbred to the everyday person. We're an early stage company that will acquire an ownership interest in Swingman (the “Horse”), a two-year old colt out of Eternal Grace by Tonalist. The Company will manage the ownership of the Horse, and make decisions on the choice of trainer, races, breeding opportunities, potential stud services and eventual sale of the horse. The Company is operated by K&G Stables LLC (“K&G”).
We would like the company to bring new owners into the sport. Our farm has produced Max Player, who recently finished third place in the Belmont Stakes and the Travers Stakes, and has helped our farm gain significant traction in the racing industry. We want fans and investors to enjoy the entirety of Swingman’s career, from his first race to his career as a stallion.
Given the Company’s limited operating history, the Company cannot reliably estimate how much revenue it will receive in the future, if any.
Swingman Thoroughbred Corp. was incorporated in the State of Delaware in September 2020.
Prospective investors should be aware that there are certain related party relationships. Today, Swingman, the horse, is owned by George Hall, SportBLX Thoroughbreds Corp. and Annestes Thoroughbreds Corp. Pursuant to the capital raise at Swingman Thoroughbred Corp., the company will purchase ownership interests from all or a subset of the current owners. George Hall is on the board of directors of Swingman Thoroughbred Corp., SportBLX Thoroughbreds Corp. and Annestes Thoroughbreds Corp. Joseph De Perio is on the board of directors of Swingman Thoroughbred Corp. and SportBLX Thoroughbreds Corp. John Hall is on the board of directors of Swingman Thoroughbred Corp. and Annestes Thoroughbreds Corp.
The company is raising money to purchase interest in a horse that is owned by a director (George Hall) of Swingman. Then George Hall (through K&G) will charge a management fee. It’s a standard operating practice in the industry for the managing owner to charge a management fee for managing the horse and interfacing with trainers, vets, etc. In the case of a fully subscribed transaction and 100% of the shares are held by disparate investors, there is a practical requirement of an entity to manage the horse. You will note that at the maximum subscription amount, this is a nominal amount of money. And there are expenses in operating K&G.
Since then, we have:
Historical Results of Operations
Our company was organized in September 2020 and has limited operations upon which prospective investors may base an evaluation of its performance.
Liquidity & Capital Resources
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 12 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
Swingman Thoroughbred Corp. cash in hand is $100, as of September 2020. Over the last three months, revenues have averaged $0/month, cost of goods sold has averaged $0/month, and operational expenses have averaged $0/month, for an average burn rate of $0 per month. Our intent is to be profitable in 6 months.
There have been no material changes or trends in our finances or operations that occurred since the date that our financials cover.
The horse racing industry in nearly impossible to predict. Please see risk factors. We do not expect that expenses for boarding, training, medical, and transportation will exceed $5,000 per month (if we raise our maximum) over a 3 month period of time. Expenses could be on the higher side depending on overall health of the horse. Revenues will be dependent on race results in the near term.
Additional sources of capital will come in the form of prize money, stud fees, or from a possible sale of the horse.
This is a very young company.
John Hall, George E. Hall and Joseph A. De Perio are part-time officers. As such, it is likely that the company will not make the same progress as it would if that were not the case.
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.
The company’s performance is entirely dependent upon the performance and sale of the horses that are purchased or bred by the Company.
Valuation of the Horse.
The company will be required to pay trainer fees and other outgoings with respect to the horse whether or not the horse wins any races.
The cost of racing is unpredictable and speculative and may negatively impact the company’s ability to generate revenue.
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.
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.
If the horse is unsuccessful in racing, becomes sick or injured, the company’s revenue will be adversely affected.
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.
Horse racing could be subjected to restrictive regulation or banned entirely, which could adversely affect the conduct of the company's business.
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.
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.
The company may only own a minority interest in a horse and thus it may not have sufficient control regarding the training or racing of that horse.
Competitive interests and other factors can have unforeseen consequences.
Impact of non-compliance with regulations.
The company depends on a small management team and may need to hire more people to be successful.
Control of the company is in the hands of K&G
The company has no intention of paying dividend payments on a regular schedule as revenues are irregular, seasonal, and unpredictable.
The offering price has been arbitrarily set by the company.
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.
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 cannot easily resell the securities.
The provisions of Section 12(g) of the Securities Exchange Act may result in our having to limit transfers of the Shares.
Investors interests may be diluted.
The impact of COVID-19 on horse breeding and horseracing may have a material impact on our business and ability to operate profitably.
The current pandemic and spread of SARS CoV-2, the virus responsible for COVID-19, has had a dramatic impact on the horseracing industry as well as breeding and training of racehorse. Initially many race tracks closed and races were cancelled. As racetracks re-open, they are subject to various social distancing and other protocols that will have the effect of reducing attendance and limiting the activities and movement of jockeys, owners and trainers. Similar safety protocols have been implemented for breeding and training facilities. These restrictions and safety protocols are likely to increase the costs of breeding, owning and managing our horses and may reduce purse prizes and sale prices for horses.
Investors will have to subscribe to multiple agreements in order to invest in this offering.
In order to invest in this offering, investors agree to become a party to the Subscription Agreement with the company, and the Custodian and Voting Agreement available here: https://wefunder.com/legal/custodian (the “Custodian and Voting Agreement”), under which XX Investments, LLC (the “Custodian”) will hold title of the securities for the benefit of the investor. The company has chosen to participate in this program offered by Wefunder as a means of simplifying communications with investors and to help facilitate future liquidity. Further, transferees will be required to become parties to the Custodian and Voting Agreement.
As part of the Custodian and Voting Agreement, Investors will grant the Custodian the right to vote their shares purchased in this offering.
The Custodian will vote the shares as directed by a “Lead Investor” appointed by the company who is supposed to represent the interests of investors. This means that investors in this offering will not have the right to vote for any matters submitted to them for a vote. Instead, that right will be granted to the Custodian, and [its affiliate], the Lead Investor.
You will not hold title to the purchased securities, instead, title will be held by the Custodian.
Under the terms of the Custodian and Voting Agreement, title to the shares in this offering will be held by the Custodian for your benefit. By holding custody of the title to the shares it means that the Custodian will be required to engage in business practices that protect your interests as the beneficial owner of the shares. The shares are not protected by insurance, and it is unclear what protections are available if the Custodian enters into bankruptcy proceedings in which creditors assert rights to shares for which you are the beneficial owner.
No regulator has given their approval of the form of the arrangement with the Custodian.
The company has relied on representations by Wefunder regarding the legality of the arrangement with the Custodian. If during this offering, or in subsequent securities offerings by the company for which require regulatory review, the arrangement with the Custodian is challenged, the company may incur costs to unwind the arrangement by either transferring title to the securities from the Custodian to investors, or by engaging a different custodian.
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