These disclosures are deemed to be incorporated by reference in its entirety into the website (the “Website”) of Morning Line Club Inc., a Delaware corporation (the “Company”, “MLC”, “we,” “us,” or “our”) located at www.morninglineclub.com and any social media communication, advertisement, e-mail, or other communication or disclosure which contains an active hyperlink or URL to this page. The information contained herein neither constitutes an offer for nor a solicitation of interest in any specific securities offering.
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1. GENERAL INFORMATION.
   The information contained on our Website is generally available to anyone (i.e., persons who have not purchased an Entry Fee and not yet established a user profile) and has been prepared by MLC without reference to any user’s investment requirements or financial situation. Potential investors are encouraged to consult with professional tax, legal, and financial advisors before making any investment into an MLC offering. All investments involve risk, including the risk of the loss of all of your invested capital. Please carefully consider the investment objectives, risks, and expenses related to an investment prior to deciding to invest. Diversification and asset allocation do not ensure profit or guarantee against loss. Investment decisions should be based on an individual’s own goals, time horizon, and tolerance for risk.
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   Investment overviews on our Website contain summaries of the purpose and the principal business terms of potential investment opportunities. Such summaries are intended for informational purposes only and do not purport to be complete, and each is qualified in its entirety by reference to the more detailed discussions contained in the offering materials relating to such investment opportunity.
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   By using our Website, you accept MLC’s Terms of Use (which requires disputes to be resolved through binding arbitration) and Privacy Policy. Any person interested in investing in any MLC offering should review our disclosures and the applicable private placement memorandum, a copy of which will be available upon request.
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   MLC maintains our Website in its sole and absolute discretion, and MLC is solely responsible for the content on this Website. No broker-dealer member of Financial Industry Regulatory Authority (FINRA) is or has been involved in the development or dissemination of our Website. Nothing contained herein shall be deemed to be binding against, or to create any obligations or commitment on the part of, any potential investor, the offering sponsors, or their respective affiliates.
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   Neither the SEC nor any state securities commission or regulatory authority approved, passed upon, or endorsed the merits of any investment on our Website. Each investor should always carefully consider investments in any security and be comfortable with such investor’s understanding of the investment. Investors should not construe any materials on our Website as tax, legal, financial or investment advice.
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   All product names, logos, and brands are property of their respective owners. The use of such names, logos, and brands is for identification purposes only and does not imply endorsement or affiliation.
2. Testing the Waters.
   MLC may, from time to time, engage in “testing the waters” under Regulation A of the Securities Act of 1933, as amended, for the offerings currently filed with, but not yet qualified by, the SEC. This process allows companies to determine whether there may be interest in an eventual offering of their securities. MLC is not under any obligation to make an offering under Regulation A. We may choose to make an offering to some, but not all, of the people, who indicate an interest in investing, and that offering might not be made under Regulation A. If we go ahead with an offering, we will only be able to make sales after we have filed an offering statement with the SEC and the SEC has “qualified” the offering statement. The information in the offering statement will be more complete than any information provided on our Website and could differ in important ways. You must consider fully the information provided in the offering statement filed with (and qualified by) the SEC prior to making any investment decision. No money or other consideration is being solicited at this time for any pre-qualified offering, and if sent in response, will not be accepted.
   
   No offer to buy the securities for a pre-qualified offering can be accepted and no part of the purchase price can be received by the issuer or anyone else until the offering statement filed by the MLC issuer with the SEC has been qualified by the SEC. Any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of acceptance is given after the date of qualification. An indication of interest involves no obligation or commitment of any kind by either party.
3. Influencer Endorsements & Testimonials Compensation Disclosures.
   ‍MLC routinely engages social media influencers, spokespersons, celebrities and other persons or entities with followers, members, or an audience (collectively referred to here as “Influencers”) to endorse or provide testimonials about MLC and discuss investing, the market, the Racing Shares and Breeding Shares as an alternative asset class, or general information about MLC and its investing platform. Influencers generally do not describe specific securities, issuer entities or pending or planned offerings. All Influencers enter into written contracts with MLC obligating them to make certain disclosures, including the fact that content is sponsored or paid for by MLC. Unless separately disclosed in any testimonial or endorsement content, to our knowledge, none of the Influencers own securities in MLC, or own securities in any MLC-sponsored investment entity referenced in such content, or otherwise have any conflicts of interest stemming from their relationship with MLC, other than receipt of cash compensation. From time to time, MLC does pay Influencers non-cash compensation. The cash compensation or non-cash compensation paid to Influencers varies depending on the size of the audience, media type, number of content pieces sponsored and popularity and reach of the Influencer.
   
   Influencers are compensated by MLC through the following types of arrangements:
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   • fixed fee per video, podcast, or other media content;
   • variable fee based on the actual audience size;
   • variable fee based on the number of people who sign up as users of our Website (i.e., provide us with their name and e-mail address) as a result of such content; or
   • hybrid arrangements that incorporate more than one of the above fee structures.
   Variable compensation arrangements often include minimum and/or maximum fee terms. The receipt of this compensation creates a conflict of interest because the Influencers have a financial incentive to promote the MLC Platform.
   
   Investors are strongly advised to do their own research regarding MLC offerings and are cautioned not to place undue reliance on endorsements or testimonials from Influencers.
4. Regulation A Offerings & Offering Circulars.
   Any offering appearing on our Website that is made under Regulation A of the Securities Act of 1933, as amended, will be made only by means of an offering circular, which forms an integral part of an offering statement, that has been qualified by the SEC. Any offering that is available for investment means the SEC has qualified the offering statement for such offering, which only means that the issuer of those shares may make sales of the securities described by the offering statement. It does not mean that the SEC has approved, passed upon the merits of, or passed upon the accuracy or completeness of the information in the offering statement.
   
   Offerings appearing on our Website may be in one of three stages:
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   • Stage 1: The offering circular is in the process of being prepared, but not yet on file with the SEC.
   • Stage 2: The preliminary offering circular has been filed with the SEC but has not yet been qualified by the SEC. Note, it is not unusual for a preliminary offering circular to be filed several times prior to completion of the SEC review process.
   • Stage 3: SEC review is complete; the offering circular is qualified, and subscriptions and investment funds can be accepted.
   
   In addition, it is possible that after an offering is commenced, we need to update the offering circular to add or update material information, in which case we may be required to suspend accepting subscriptions until such revised offering circular has been reviewed by the SEC.
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   It is important to understand that the SEC does not pass upon the merits of or give its approval to any securities offered or the terms of any offering, nor does it pass upon the accuracy or completeness of any offering circular or other solicitation materials.
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   If you are interested in investing in an offering, you should carefully review the offering circular and other materials filed with the SEC before making an investment decision. It is important to note that information contained in a preliminary offering circular (i.e., Stage 2) may change and such changes could be material, so even if you have reviewed a preliminary offering circular, it is critical to review the most recent offering circular on file with the SEC prior to subscribing for shares and tendering payment.
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   Although the Regulation A offering structure is similar in many respects to a registered initial public offering of shares in a traditional public offering, Regulation A is an exemption from the registration requirements of the Securities Act and there are important differences between a Regulation A offering and a traditional “registered” public offering, including, without limitation, the following:
   1. Limited Disclosure.
      Disclosure rules applicable to issuers under Regulation A are more limited in scope than those applicable to issuers pursuing a traditional public offering, so there may not be as much information included in the offering circular for an offering referenced on our Website than there would be in a prospectus. In addition, ongoing SEC reporting obligations for Regulation A issuers are also more limited than requirements for typical companies.

      
      Not Subject to 1934 Act Reporting; Proxy Rules, Insider Reporting. Traditional publicly traded companies are subject to certain ongoing financial and material event reporting requirements, proxy rules relating shareholder votes and reporting of transactions by insiders. These requirements are not applicable to issuers of securities pursuant to Regulation A, provided they comply with certain requirements which MLC intends to comply with.
   2. Less Restrictive Corporate Governance.
      ‍As a non-listed company conducting an exempt offering pursuant to Regulation A, MLC is not subject to several corporate governance requirements that would apply to companies listed on national securities exchanges, including the requirement to have a board of directors with most “independent” directors, independent committees, and internal controls audits. Accordingly, you may not have the same protections afforded to shareholders of companies that are subject to all the corporate governance requirements of a company listed on a national stock exchange.
   3. Regulation A Offering Circulars.  
      To the extent an issuer has satisfied a requirement to include financial statements in an offering circular by incorporating such financial statements by reference to another SEC filing, we have also provided active hyperlinks to the SEC filing that contains such financial statements below. YOU MUST CAREFULLY REVIEW THE RELEVANT MLC OFFERING CIRCULAR BEFORE DECIDING TO INVEST.
   
   
5. Other Exempt Offerings.

   MLC may also conduct private placements pursuant to Rule 506(c) of Regulation D of the Securities Act to accredited investors who are willing to make large investments or to non-residents of the United States pursuant to Regulation S. Any offers associated with these exempt offerings will be made pursuant to a private placement memorandum (a “Memorandum”).
   
   These exempt offerings pursuant to Regulation D and Regulation S differ from traditional registered offerings in many of the same ways that Regulation A offerings differ from traditional registered offerings as described herein, plus they differ from Regulation A transactions in several key respects, including, without limitation:
   1. Accredited or Non-U.S. Investors Only. Regulation A offerings are generally open to everyone, subject to maximum investment limits imposed under the Securities Act and investment minimums imposed by MLC. By contrast, SEC rules limit participation in Regulation D offerings to “accredited investors” (as defined in Rule 501 of the Securities Act), so people who are not “accredited investors” cannot participate. Likewise, Regulation S offerings are limited to persons who are non-residents of the United States, so United States residents cannot participate.
   2. Limited Rights and Remedies.
      1. In contrast to Regulation A, there are no specific substantive disclosure requirements pursuant to Regulation D or Regulation S, so long as non-accredited investors are precluded, so the Memorandum for these offerings may be more limited in scope than an Offering Circular for a Regulation A offering. In addition, whereas investors in a Regulation A offering may pursue remedies under Section 12 of the Securities Act, which imposes strict liability on an issuer for misstatements and omissions in an offering circular regardless of the issuer’s intent, an investor in a Regulation D offering or Regulation S offering must pursue remedies pursuant to Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder which requires a showing of deliberate and intentional fraudulent conduct on the part of the issuer or offering participant - a much higher burden for an aggrieved investor
      2. No SEC Reporting. Issuers in Regulation D offerings and Regulation S offerings do not have any initial or ongoing SEC reporting obligations (other than the filing of a Form D for Regulation D offerings), so investors in these other exempt offerings may not have access to financial and other important information.
   3. Less Liquidity. Securities issued pursuant to Tier II of Regulation A are illiquid, but they are freely transferable under U.S. Federal securities laws. Securities issued in Regulation D offerings and Regulation S offerings are referred to as “restricted” securities because they cannot be resold or transferred unless the sale or transfer is registered with the SEC or otherwise exempt from registration. Securities acquired in these types of exempt offerings will bear a restrictive legend indicating that such securities cannot be sold or transferred absent registration or an applicable exemption.
6. Investment Advice.
   None of the information on our Website should be construed as investment advice. The information contained on our Website has been prepared by MLC without reference to any user’s investment requirements or financial situation. Potential investors are encouraged to consult with professional tax, legal, and financial advisors before making any investment into an MLC offering.
7. Horse and Horse Metrics
   The equine industry is a remarkably diversified and influential sector that spans continents and permeates various facets of the global economy and culture. With its roots deeply embedded in history and its branches extending into contemporary sports, recreation, agriculture, and even health and therapy, the equine industry is a veritable powerhouse that has evolved to be much more than a niche interest or traditional livelihood. It is a broad spectrum that ranges from elite equestrian sports and racing to agricultural labor, therapy, and casual riding, and its economic and cultural impacts are felt globally.
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   Accordingly, the valuation of horses is a complex and multi-faceted undertaking that draws upon various considerations, ranging from the horse’s physical attributes and health to its pedigree and training. Moreover, a horse’s intended use - whether for racing, equestrian events, or labor - plays a significant role in its valuation. A non-exhaustive list of the factors that determine the value of a given horse include:
   
   
   • Age: The age of a horse is a critical determinant in its valuation. Younger horses generally command a higher price because they have a longer potential career and fewer health issues. However, horses that are too young may require extensive training, which can offset the higher value attributed to their age.
   • Color: While less critical than other physical attributes, the color of a horse can have cultural or aesthetic value, affecting its price. Certain rare colors can drive up a horse’s market value.
   • Size: The size, often measured at the horse’s withers, can also be a factor. Larger horses are generally more valued in labor-intensive activities, whereas smaller horses are often preferred for equestrian sports that require agility.
   • Conformation: This term refers to the physical appearance and structure of the horse, encompassing its proportions, balance, and the alignment of its musculoskeletal system. A horse with good conformation is generally more highly valued as it is less prone to injury and more likely to perform well in a variety of activities.
   • Medical Records: A horse with a clean bill of health, backed by comprehensive medical records, will usually command a higher price. Pre-existing conditions or a history of injuries can significantly reduce the animal’s market value.
   • Fitness Level: A horse in peak physical condition is generally more valuable than one that is out of shape. However, the fitness level must be commensurate with the animal’s age and intended use to positively impact its value.
   • Provenance: The horse’s background and the accomplishments of its sire and dam can significantly influence its value. Horses with a lineage of award-winning ancestors often command a premium price.
   • Level of Training: A well-trained horse is generally more valuable than an untrained or poorly trained one. The degree and type of training the horse has received can significantly impact its price, especially if specialized skills are involved.
   • Temperament: A horse’s temperament is vital for its usability and, by extension, its value. Horses with a calm and trainable disposition are generally more valuable than those that are high-strung or difficult to manage.
   • Supply and Demand: Like any other commodity, the value of a horse can be influenced by market conditions. High demand for certain breeds or skills can push up prices, whereas an oversupply can depress them.
   • Economic Factors: The broader economic climate can also affect a horse’s value. In times of economic downturn, discretionary spending decreases, often leading to lower prices for horses.
   • Name Recognition: A horse that has garnered media attention or has a recognizable name due to its achievements can fetch a premium price.
   • International Considerations: Given the increasingly global nature of equine sports and trade, international considerations such as tariffs, import/export restrictions, and quarantine requirements can also impact the value of a horse. Currency exchange rates and international acclaim can add layers of complexity to the valuation process.
   
   Market Risk Adjusted Appreciation, or “Sharpe Ratio”.
   The Market-Risk Adjusted Appreciation, also referred to as the “Sharpe Ratio,” indicates how well the market for Racing Shares and Breeding Shares has performed historically in comparison to the rate of return on a risk-free investment, such as U.S. government treasury bonds or bills, by measuring price appreciation relative to the volatility of that price appreciation over time. A relatively higher Sharpe Ratio reflects higher appreciation relative to volatility and generally signals a better risk adjusted return, and, conversely, a relatively lower Sharpe Ratio generally means there is more volatility relative to price appreciation, although historical volatility is not necessarily a proxy for investment risk. The Sharpe Ratio reflects (x) the average annualized market appreciation (depreciation) of all Racing Shares and Breeding Shares that have sold at least twice (referred to as “repeat sales”), minus the risk-free rate of return. The risk-free rate of return is measured by the average annual risk-free rate at year end over the applicable period, divided by (y) the volatility of the returns the market for Racing Shares and Breeding Shares, as measured by the standard deviation of those returns. The applicable period for which we calculate the Sharpe Ratio begins on the later of (a) the earliest purchase price date for the first repeat sale of Racing Shares or Breeding Shares or (b) the year end of the earliest year when other financial indices were available and ends on the last sale date of repeat sale prior to the qualification of an applicable offering that the MLC public sale database has been updated.
8. Risk Associated with an Investment in the Racing Shares and Breeding Shares.

   Given that the value of any given horse is impossible to predict, investing in the Racing Shares and the Breeding Shares involves a number of significant risks and uncertainties. Please also review the “Risk Factors” section of our latest Memorandum prior to investing. In addition, you should consult your own counsel, accountant, and other advisors as to legal, tax, business, financial, and related aspects of an investment in an MLC issuer. The success, marketability, and value of the Racing Shares and Breeding Shares will depend upon many factors beyond the Company’s control. An investor can lose money. Diversification and asset allocation do not ensure a profit or guarantee against loss. Investment decisions should be based on an individual’s own goals, time horizon, and tolerance for risk.


   
   Set forth below is a summary of certain risks that should be considered, but this summary is not a substitute for the more extensive and specific language included in the offering circular or Memorandum for any MLC issuer.
   1. Investment in the Racing Shares and Breeding Shares is highly speculative. The timing and potential price of a sale of a horse are impossible to predict, and the timing and availability of racing or breeding activities are likewise unpredictable.
   2. There is no assurance of a market for the Racing Shares or Breeding Shares. There can be no assurance that there will be a ready market for the Racing Shares and Breeding Shares, whether a market for its performance or for its acquisition, since investment in living animals are inherently illiquid, nor is there any assurance that sufficient cash will be generated from revenue generated by the horses. Even if a horse does appreciate in value or generate revenue, the rate of appreciation or revenue volume may be insufficient to cover our management costs and expenses.
   3. There is no assurance of appreciation of the Racing Shares or Breeding Shares. There is no assurance that the Racing Shares and Breeding Shares will appreciate, maintain their present value, or be sold at a profit, or generate sufficient revenue prior to such sale. The success, marketability, and value of the Racing Shares and Breeding Shares will depend upon many factors beyond the Company’s control. There can be no assurance that there will be a ready market for the Racing Shares and Breeding Shares, whether a market for its performance or for its acquisition, since investment in living animals are inherently illiquid, nor is there any assurance that sufficient cash will be generated from revenue generated by the horses.
   4. The value of a horse is subjective. The valuation of horses is a complex and multi-faceted undertaking that draws upon various considerations, ranging from the horse’s physical attributes and health to its pedigree and training. Moreover, a horse’s intended use - whether for racing, equestrian events, or labor - plays a significant role in its valuation. A non-exhaustive list of the factors that determine the value of a given horse include its age, color, size, conformation, medication records, fitness level, purebred status, provenance, level of training, discipline specialization, temperament, compatibility, demand and supply, economic factors, name recognition, and international considerations.
   5. It is difficult to accurately determine the fair market value of any given Racing Share or Breeding Share. Horses die. They are also subject to risk of injury, illness, and theft. Horses that participate in racing events are subject to heightened risk of injury, whether due to the surface conditions of a particular race or event, poor or improper decisions on the part of jockeys, or the stress inherent to competitive athletic pursuit. Further, while the Company is well-suited to research the bloodline and lineage of the horses, genetic defect is not completely avoidable, even with advances in genetic screening technology.
   6. Horses that participate in racing activities come with risks that are amplified by the stringent regulations surrounding doping. The issue of doping in horse racing is complex and highly regulated, subject to national, state, and international oversight. Specific rules can vary by jurisdiction and racing association. The results of even the allegation of a doping infraction can have a significant negative impact on the value of a Horse, as well as the future prospects for the Company and our business plans.
   7. Breeding horses presents a unique set of challenges and risks. Investing in horses for breeding purposes involves a highly specialized set of risks that require careful planning, robust veterinary support, legal guidance, and financial modeling. The variables affecting the success of such an investment are numerous, ranging from the genetic quality of the breeding stock to market demand and economic conditions. Due diligence in understanding each of these factors, as well as a strategic approach to mitigating these risks, is crucial for anyone considering entering this volatile but potentially rewarding market.
   8. Horse retirement and aftercare represents a significant risk and financial obligation. If a horse of any series is not sold prior to reaching a geriatric state, it will be the legal and ethical responsibility of that series to care for the horse, which may have economic and reputational ramifications for investors. The retirement and aftercare of horses are critical aspects that carry financial, legal, and reputational risks for investors in the equine industry. While the Company intends to account for such risks during the selection and procurement of the Horse of each series, it remains a long-term risk.
   9. Insurance Coverage May be Insufficient. Insurance coverage may expressly exclude damage caused by injury, death, or theft of the horse, although it may expressly exclude damage caused by war and certain other potential loss scenarios. In addition, coverage limits may be below fair value.
9. Forward-Looking Statements.
   ‍Our Website contains certain forward-looking statements that are subject to various risks and uncertainties. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “may,” “will,” “should,” “potential,” “intend,” “expect,” “outlook,” “seek,” “anticipate,” “estimate,” “approximately,” “believe,” “could,” “project,” “predict,” or other similar words or expressions. Forward-looking statements are based on certain assumptions, discuss future expectations, describe future plans and strategies, or state other forward-looking information. Our ability to predict future events, actions, plans or strategies is inherently uncertain and actual outcomes could differ materially from those set forth or anticipated in our forward-looking statements. You are cautioned not to place undue reliance on any of these forward-looking statements.
10. Miscellaneous
    1. Offering Progress Bars. MLC communications may reference an offering’s progress, typically expressed as a percentage accompanied by graphic representation commonly referred to as a “progress bar” or “progress meter”. The percentage reflects the percentage of the total offering for which investors have initiated a subscription on our Website’s buy-flow. This includes subscriptions that have closed for which shares have been issued, subscriptions that have been funded, but are not yet closed, subscriptions that been signed (i.e., reserved), but not yet funded and subscriptions that have been initiated whereby a person has entered the number of shares and amount they wish to purchase, but has not yet completed, the subscription. Since some of these potential investors will ultimately not complete the purchase, the progress percentage always reflects the higher end of the range of subscriptions received at any given point in time.
    2. Use of Fictional Examples for Illustrative Purposes Only. Our Website may contain fictional charts, diagrams, drawings, and illustrations to provide a visual representation of an idea, concept, or process. These fictional illustrations can be easily identified as such as they will typically indicate that they are presented for illustrative purposes only and, in contrast to actual charts, diagrams, graphs and non-fictional data, will not include a reference to any specific source of data. Any numbers, percentages or statements set forth in connection with fictional illustrations are also provided solely for illustrative purposes only and or as an example of one possible outcome. Fictional illustrations and data provided in, or alongside fictional illustrations should not be relied upon or given any meaning.
    3. Tax. Each person who holds MLC Racing Shares or Breeding Shares will be issued a Form K-1 following the end of each tax year. The tax consequences to you as an investor will vary depending upon your specific circumstances. You are advised to consult with your tax advisor prior to making an investment.
    4. Notice to Foreign Investors. The offering materials prepared by MLC are directed solely to persons located within the United States. If the recipient of the materials lives outside the United States, it is their responsibility to fully observe the laws of any relevant territory or jurisdiction outside the United States in connection with any purchase of membership interests, including obtaining required governmental or other consents or observing any other required legal or other formalities. Unless otherwise indicated in SEC offering materials, MLC has not qualified the offering of the shares in any jurisdiction outside the United States.