0001493152-23-025024.txt : 20230720 0001493152-23-025024.hdr.sgml : 20230720 20230720134053 ACCESSION NUMBER: 0001493152-23-025024 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20230720 DATE AS OF CHANGE: 20230720 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MDB Capital Holdings, LLC CENTRAL INDEX KEY: 0001934642 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 874366624 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-41751 FILM NUMBER: 231099211 BUSINESS ADDRESS: STREET 1: 4209 MEADOWDALE LN CITY: DALLAS STATE: TX ZIP: 95229 BUSINESS PHONE: 310-526-5000 MAIL ADDRESS: STREET 1: 4209 MEADOWDALE LN CITY: DALLAS STATE: TX ZIP: 95229 8-A12B 1 form8-a12b.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

MDB Capital Holdings, LLC

(Exact name of registrant as specified in its charter)

Delaware

87-4366624

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

14135 Midway Road, Suite G-150

Addison, TX 75001

75001

Address of principal executive offices)

(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered		Name of each exchange on which each class is to be registered
Class A Common Shares, representing Limited Liability Interests		The NASDAQ Stock Market LLC

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e) , check the following box. ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-268318 (if applicable)

Securities to be registered pursuant to Section 12(g) of the Act: None

Item 1. Description of Registrant’s Securities to be Registered

MDB Capital Holdings, LLC (the “Registrant”) hereby incorporates by reference the description of its Class A Common Shares, representing limited liability interests, to be registered hereunder contained under the heading “Description of Capital” in the Registrant’s Registration Statement on Form S-1 (File No. 333-268318), as originally filed with the Securities and Exchange Commission (the “Commission”) on November 10, 2022, as amended (the “Registration Statement”), and in the prospectus included in the Registration Statement to be filed separately by the Registrant with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which prospectus shall be deemed to be incorporated by reference herein.

The Registrant’s Class A Common Shares to be registered hereunder is subject to approval for listing on the NASDAQ Capital Market of The NASDAQ Stock Market LLC under the symbol “MDBH.”

Item 2. Exhibits

Pursuant to the “Instructions as to Exhibits” with respect to Form 8-A, no exhibits are required to be filed, because no other securities of the Registrant are registered on The NASDAQ Stock Market LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Date: July 20, 2023	MDB Capital Holdings, LLC

	By:	/s/ Mo Hayat
		Mo Hayat
		Chief of Entrepreneurship & Operations