United States securities and exchange commission logo
February 21, 2023
Christopher Marlett
Chief Executive Officer
MDB Capital Holdings, LLC
4209 Meadowdale Lane
Dallas, TX 75229
Re: MDB Capital
Holdings, LLC
Amendment No. 2 to
Registration Statement on Form S-1
Filed on February
2, 2023
File No. 333-268318
Dear Christopher Marlett:
We have reviewed your amended 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.
Unless we note
otherwise, our references to prior comments are to comments in our
January 20, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-1
General
1. We note your response
to our prior comment 3 and your revised disclosure. Please revise
to disclose the
percentage of outstanding shares that controlling shareholders must keep in
order to continue to
control the outcome of matters submitted to shareholders for
approval.
2. We note your response
to our comment 25 in the December 7, 2022 letter. You state that
you do[] not hold
any investment securities as defined in the Investment Company
Act. We note on page
F-2 of Amendment No. 2 to Form S-1 filed on February, 2023 that
there are three line
items titled Investment Securities at amortized cost, Investment
Securities at fair
value and Investment Securities at cost less impairment. Please provide
Christopher Marlett
MDB Capital Holdings, LLC
February 21, 2023
Page 2
a complete and detailed legal analysis of your status as an investment
company under
Section 3(a)(1)(C), including a breakdown of investment securities
under Section
3(a)(2) and the calculation of investment securities as a percentage
of total assets on an
unconsolidated basis, including with respect to valuation per section
2(a)(41). Please also
identify which, if any, assets are government securities and cash
items.
You note in your response to comment 25 that you rely on Section
3(b)(1) of the
Investment Company Act. Accordingly, please provide additional
detailed analysis of the
legal basis for such reliance, including a discussion of the Tonopah
factors and the
application of those factors to you, including a description of how
your activities and
investments during years 2020, 2021 and 2022 affect this analysis. See
In re Tonopah
Mining Co., 26 S.E.C. 426 (1947).
Risk Factors, page 11
3. We note recent instances of extreme stock price run-ups followed by
rapid price declines
and stock price volatility seemingly unrelated to company performance
following a
number of recent initial public offerings, particularly among
companies with relatively
smaller public floats. Revise to include a separate risk factor
addressing the potential for
rapid and substantial price volatility and any known factors
particular to your offering that
may add to this risk and discuss the risks to investors when investing
in stock where the
price is changing rapidly. Clearly state that such volatility,
including any stock-run up,
may be unrelated to your actual or expected operating performance and
financial
condition or prospects, making it difficult for prospective investors
to assess the rapidly
changing value of your stock.
Arizona Law Firm Regulation, page 72
4. We note your response to our prior comment 10 and reissue in part.
Please advise and
expand your disclosure, if applicable, regarding any additional
regulatory
approvals necessary for PatentVest to launch its law firm operations
once it is a subsidiary
of a public company.
Selling security holders, page 5
FirstName LastNameChristopher Marlett
5. We note your response to our prior comment 6 and your revised
disclosure. Please
Comapany NameMDB
provide Capital Holdings,
us your analysis regarding LLC
the availability of the Section
4(a)(2) exemption for the
shares issued to
February 21, 2023 Page 2the selling security holders.
FirstName LastName
Christopher Marlett
FirstName LastNameChristopher Marlett
MDB Capital Holdings, LLC
Comapany21,
February NameMDB
2023 Capital Holdings, LLC
February
Page 3 21, 2023 Page 3
FirstName LastName
You may contact William Schroeder at (202) 551-3294 or Amid Pande at
(202) 551-
3423 if you have questions regarding comments on the financial statements and
related
matters. Please contact Tonya K. Aldave at (202) 551-3601 or Susan Block at
(202) 551-
3210 with any other questions.
Sincerely,
Division of Corporation
Finance
Office of Finance
cc: Andrew Hudders, Esq.