United States securities and exchange commission logo





                                December 7, 2022

       Christopher Marlett
       Chief Executive Officer
       MDB Capital Holdings, LLC
       4209 Meadowdale Lane
       Dallas, TX 75229

                                                        Re: MDB Capital
Holdings, LLC
                                                            Registration
Statement on Form S-1
                                                            Filed on November
10, 2022
                                                            File No. 333-268318

       Dear Christopher Marlett:

              We have reviewed your registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-1

       Cover page

   1.                                                   We note your disclosure
that the "initial public offering price of [your] class A common
                                                        shares is expected to
be $12.00." Please revise to clarify if the offering is at a fixed price,
                                                        as opposed to referring
to the offering price as "expected." Or if $12.00 is intended to be
                                                        the price range, please
confirm you will comply with Rule 430A under the Securities
                                                        Act. Please also
clarify on the cover page if there is a minimum offering requirement and
                                                        if there is an
arrangement for funds to be received in escrow, trust or similar arrangement.
                                                        Refer to Item 501(b)(8)
of Regulation S-K.
       Prospectus Summary, page 1

   2.                                                   Please include your
revenue and net losses for the most recent audited period and interim
 Christopher Marlett
FirstName LastNameChristopher   Marlett
MDB Capital   Holdings, LLC
Comapany7,
December   NameMDB
             2022      Capital Holdings, LLC
December
Page 2    7, 2022 Page 2
FirstName LastName
         stub to provide a financial snapshot of your company and to balance
the disclosure in this
         section.
3.       Please explain in the summary, as you have in the risk factor at page
15, that your
         business model does not rely upon the receipt of operating cash flows
from partner
         companies. Please also explain how you generate revenues, or advise.
Risk Factors
The market, including clients and potential investors, may be skeptical of the
viability, page 25

4.       Please briefly clarify here and in the business section what pipeline
products you are
         referring to, what stage of development they are in, and what steps
are further needed, if
         applicable, to make the pipeline products viable.
Use of Proceeds, page 35

5.       Please describe more specifically the intended uses of the net
proceeds and the amount
         intended for each use or tell us why you are unable to do so. We also
note your disclosure
         on page 57 that you "intend to use a portion of the capital raised in
this offering to invest
         directly in the partner companies [you] co-found." Refer to Item 504
of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
38

6.       Please revise your Management   s Discussion and Analysis (MD&A) to
discuss your
         financial condition and changes in financial condition for each of the
periods presented as
         required by Item 303(a) of Regulation S-K.
Business, page 55

7.       We note your references in several sections of the prospectus to your
operations and
         employees in Nicaragua. Please revise the business section to explain
briefly how many
         of your 30 full-time employees are in Nicaragua, what functions they
perform, and how
         they fit into your overall business operations. Please also clarify
and discuss what aspects
         of your business operations you plan to be in Nicaragua in the risk
factor at page 17, "We
         plan on sourcing aspects of our business operations in Nicaragua."
8.       Please revise this section to provide additional details on how you
invest in various
         companies, such as through holding their securities or otherwise,
including your current
         investments into Public Ventures, PatentVest, and Invizyne. Please
also clarify what you
         mean that you have helped them launch successful IPOs. In addition,
disclose if you have
         any other business activities in addition to investment in such
companies and, if so,
         describe such business activities in more detail. Please explain
further what you mean by
         you generally remain involved with the companies for several years
thereafter. Please
         explain the statement on page 58 that your public venture model is
different than the
         typical venture capital fund model, by explaining why you think your
model is different.
 Christopher Marlett
FirstName LastNameChristopher   Marlett
MDB Capital   Holdings, LLC
Comapany7,
December   NameMDB
             2022      Capital Holdings, LLC
December
Page 3    7, 2022 Page 3
FirstName LastName
Track Record, page 55

9.       We note your disclosure that you "successfully have used the public
market to finance 16
         companies," and that all of their stocks traded at premiums to the IPO
offering price post-
         IPO. We also note that you listed only three of these companies.
Please tell us all 16
         companies or remove references to a successful track record for a
larger number of
         companies that are not listed in this section.
Distribution of Rights to our Shareholders, page 58

10.      We note your disclosure that you intend to partially raise capital for
your partner
         companies through rights offerings, including offering rights in the
partner shares to your
         shareholders. Please explain to us how you anticipate you will
complete these anticipated
         offerings, such as if it will a registered offering. Discuss any risks
with your anticipated
         plans, as applicable, or advise.
Our Corporate Sctructure, page 59

11.      Please tell us why Public Ventures and PatentVest do not appear on
your corporate
         structure. In addition, identify "New Co #2" and "New Co #3" on the
organizational
         chart. Similarly revise the corporate structure chart at page 3, as
applicable.
Invizyne, page 67

12.      We note your reference in the third paragraph of this section to
several biology companies
         that "have recently gone public and had valuations at certain points
of up to multiple
         billions." Please either remove this statement or provide balancing
disclosure that
         Invizyne may not be able to achieve similar results. In addition,
provide support for your
         disclosure in the first paragraph on page 68 that Invizyne's IP
portfolio "provides it with a
         strong position to dominate the field of cell-free enzymatic
bioconversions as well as to
         foster additional innovation and know-how that will permit Invizyne to
remain the leader
         in cell-free biosynthesis." Please briefly clarify how Invizyne's
technology and synthetic
         biology is currently being utilized commercially, if applicable, or
discuss the anticipated
         steps and timelines for reaching the commerical engagements you say
the Invizyne is
         exploring.
Executive Compensation, page 79

13.      Please revise the summary compensation table to follow the format
specified in Item
         402(n) of Regulation S-K. In addition, include compensation for two
most highly
         compensated executive officers other than the principle executive
officer, who were
         serving as executive officers at the end of the last completed fiscal
year. Refer to Item
         402(m)(2)(ii) of Regulation S-K.
 Christopher Marlett
FirstName LastNameChristopher   Marlett
MDB Capital   Holdings, LLC
Comapany7,
December   NameMDB
             2022      Capital Holdings, LLC
December
Page 4    7, 2022 Page 4
FirstName LastName
Certain Relationships and Related Transactions, page 81

14.      Please describe your policies and procedures for the review, approval
and ratification of
         related party transactions. Refer to Item 404(b) of Regulation S-K.
Description of Capital, page 84

15.      We note on the cover page that you describe your two classes of
securities as "common
         equivalent equity representing your limited liability interests."
Please revise to explain
         this under Description of Capital, including a discussion of each
class of your outstanding
         securities.
Consolidated Statements of Operations, page F-24

16.      We noted the line item    Realized gain on investment securities
with a disclosed amount
         of $11,675,455 for the year ended December 31, 2020, is titled
differently in the statement
         of operations by segment on page F-37 as    Realized gain on equity
securities to
         members   . Please tell us and revise to clarify if the realized gain
is derived from the sale
         of investment securities or their distribution to members and revise
to correct the
         inconsistency as necessary. Please also revise your Operating Income
(Loss) section on
         pages 45 and 47 in the MD&A to expand your disclosure regarding this
gain to include
         relevant details about i) the nature of these investments, ii) how the
investments were
         initially acquired, iii) how you determined the gain, and iv) under
what circumstances the
         investments were distributed to members or sold. In addition please
tell us the accounting
         guidance you considered in determining the gain recognized.
Note 2. Summary of Significant Accounting Policies, page F-28

17.      Based on your disclosures on page 17 and other parts of the filing it
does not appear that
         you consider yourself an investment company. Given that substantially
all of your
         operating gains and losses appear to be attributable to investment
securities, please tell us
         how you determined that you were not an investment company in the
scope of ASC 946
         during the periods presented, considering the guidance in paragraphs
946-10-15-4 through
         15-9.
Fair Value of Financial Instruments, page F-30

18.      We note your disclosure on page F-31 that securities sold and not yet
purchased are
         recorded at fair value with the change in fair value during the period
being recorded as an
         unrealized gain or loss. However it does not appear you include the
required disclosures
         for securities sold and not yet purchased in your description of
valuation techniques or the
         fair value hierarchy tables. Please revise to include this disclosure
or tell us why you
         believe it is not required and what authoritative guidance you relied
on in making that
         determination. Refer to ASC 820-10-50.
19.      We note in the "Reconciliation of fair value measurements categorized
within Level 3 of
 Christopher Marlett
FirstName LastNameChristopher   Marlett
MDB Capital   Holdings, LLC
Comapany7,
December   NameMDB
             2022      Capital Holdings, LLC
December
Page 5    7, 2022 Page 5
FirstName LastName
         the fair value hierarchy" table on page F-32 that you recognized
Unrealized losses of
         $10,436,678 during 2021 which is the same amount as the entire fair
value of Level 3
         warrants as of December 31, 2020 as disclosed in the preceding table.
We further note that
         you also present in the same reconciliation table realized gains of
$2,178,337 with a
         corresponding amount attributed to Sales or distribution during 2021.
Please tell us in
         detail and revise to discuss i) whether these disclosed amounts relate
to the same warrants,
         ii) how the amounts disclosed as Unrealized losses and Realized gains
were determined
         and if they relate to the same warrants why they are presented as
separate line items in
         2021, and iii) the specific line items within which they are presented
in your consolidated
         statement of operations for the year ended December 31, 2021 on page
F-24 and the six
         months ended June 30, 2021 on page F-3. Please also expand your
discussion in your
         MD&A as applicable to explain the impact of these fair value changes
on your operating
         results for each of the periods presented.
ITEM 15. Recent Sales of Unregistered Securities, page II-2

20.      For the first two issuances of shares listed in this section, please
state the nature and
         aggregate amount of considerations you received. Refer to Item 701(c)
of Regulation S-
         K.
Selling Security Holders, page 5

21.      In your next amendment please include the selling security holders
table. Refer to Item
         507 of Regulation S-K.
ITEM 17. Undertaking, page II-3

22.      Please revise sub-section (a)(1)(ii) of your undertakings section to
follow the language in
         Item 512(a)(1)(ii) of Regulation S-K.
General

23.      We note disclosure that you intend to opt out of the extended
transition period for
         applying new or revised accounting standards. Please revise the facing
page of your filing
         to check the box indicating your election to not use the extended
transition period for
         complying with new or revised financial accounting standards.
24.      Please remove references to your "profitability" on pages 18, 29 and
68 because you have
         not yet achieved profitability.
25.      Please identify and explain what assets held by you are "investment
securities" for
         purposes of Section 3 of the Investment Company Act. Additionally,
identify the
         percentage of the value of the company's total assets that are
"investment securities." As
         part of your response, please also include an analysis of any
exemptions you rely upon, if
         applicable, or advise. We may refer your response and filing to the
staff of the Division of
         Investment Management for assessment of your status under the
Investment Company Act
 Christopher Marlett
MDB Capital Holdings, LLC
December 7, 2022
Page 6
         of 1940.
26.      We note your disclosure on page 34 and page 3 of the selling
shareholders prospectus that
         selling shareholders may sell their shares at prevailing market prices
or privately
         negotiated prices. Please revise your disclosure to clarify that
selling shareholders must
         sell at fixed prices until a market develops and then they may sell at
prevailing market
         prices or negotiated prices.
27.      We note that you are a limited liability company but appear to be
registering common
         stock instead of units of the limited liability company. We also note
your references to
         units on page 89 in the material tax consequences section and
references to the K-1 report
         on page 89, which are consistent with your limited liability company
structure. Please tell
         us why you are registering common stock and file your organizational
documents as
         exhibits to the registration statement for our review.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       You may contact William Schroeder at 202-551-3294 or Amit Pande at
202-551-3423 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Tonya Aldave at 202-551-3601 or Susan Block at 202-551-3210 with any
other
questions.



FirstName LastNameChristopher Marlett                         Sincerely,
Comapany NameMDB Capital Holdings, LLC
                                                              Division of
Corporation Finance
December 7, 2022 Page 6                                       Office of Finance
FirstName LastName