United States securities and exchange commission logo
April 6, 2023
Christopher Marlett
Chief Executive Officer
MDB Capital Holdings, LLC
4209 Meadowdale Lane
Dallas, TX 75229
Re: MDB Capital
Holdings, LLC
Amendment No. 3 to
Registration Statement on Form S-1
Filed on March 24,
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
February 21, 2023 letter.
Amendment No. 3 to Registration Statement on Form S-1
General
1. We note your response
to our prior comment 1 and your revised disclosure stating how
many additional class A
common shares you need to issue to cease being a "controlled
company." Please
further disclose, assuming there are no additional class A common
shares issued, what
percentage of outstanding shares the controlling shareholders must
keep in order to
continue to control the outcome of the matters submitted to shareholders
for approval. As such,
please revise throughout, when you are discussing when you may
no longer be a
controlled company, to clarify that you will no longer be a controlled
company once the
selling shareholders own less than 50% of the voting control of the
company. Include
disclosure accompanying that statement that currently the Class B
Christopher Marlett
MDB Capital Holdings, LLC
April 6, 2023
Page 2
common shareholders are entitled to 5 votes per share, and when
converted into Class A
shares, the shares would have one vote per share. Please delete the
disclosure discussing
that you will remain a controlled company until you have issued and
outstanding
25,000,0001 Class A shares, or balance that disclosure by also stating
the number of
shares you anticipate having outstanding after the offering.
Results of Operations
Operating Income (Loss), page 40
2. We note your disclosure on page 40 that [t]he decrease in the
realized gain on
investments and the unrealized loss in 2021 became an unrealized gain
in 2022 which
resulted from the sales and distribution of most of the Company s
investment securities in
the prior period, which was in preparation for the upcoming January
2022 business
reorganization. Please address the following:
tell us in detail how the unrealized loss in 2021 became an
unrealized gain in 2022,
revise your disclosure here and on page 39 to provide a clearer
and more detailed
explanation of the specific reasons for the noted changes in
unrealized gain (loss) in
investment securities and the realized gain (loss) on investment
securities for
the periods presented, and
considering both of these line items related to investment
securities, such
as Unrealized and Realized, present amounts for either gains or
losses, please revise
your table on page 39 to refer to gain (loss) in these line
items, similar to that
presented in the table on page 38.
Financial Condition, page 41
3. We note your disclosure on page 41 that [t]he increase in cash and
cash equivalents was
driven by the funds received from the June 2022 private placement
financing, offset by an
increase in overall operating expenses during the period and the
movement of cash into
investment securities, at amortized cost. We note from the
comparative balance sheet
FirstName LastNameChristopher Marlett
presented on the page that your cash and cash equivalents balance
actually decreased from
Comapany NameMDB
December Capital
31, 2021, Holdings,31,
to December LLC2022. Please revise your
disclosure to correctly
April 6,identify the change
2023 Page 2 and clarify the reason for the decrease.
FirstName LastName
Christopher Marlett
FirstName LastNameChristopher Marlett
MDB Capital Holdings, LLC
Comapany
April NameMDB Capital Holdings, LLC
6, 2023
April 36, 2023 Page 3
Page
FirstName LastName
You may contact William Schroeder (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 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.