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GOLENBOCK
EISEMAN ASSOR BELL & PESKOE LLC

711
THIRD AVENUE – 17TH FLOOR

NEW
YORK, NEW YORK 10017

Direct
Dial No.: (212) 907-7349

Direct
Fax No.: (212) 754-0330

Email
Address: AHudders@golenbock.com

March
23, 2023

United
States Securities and Exchange Commission

Division
of Corporation Finance – Office of Finance

Washington,
DC 20549

  Attention:
  Ms. Tonya Aldave

  Ms.
Susan Block

  Mr.
William Schroeder

  Mr.
Amit Pande

    Re:
    MDB
                                            Capital Holdings, LLC

    Registration
    statement on Form S-1

    Original
    file date: November 10, 2022

    Amendment
    file date: February 2, 2023

    File
    No. 333-268318

Dear
Sirs and Mesdames:

Reference
is made to the letter of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”),
dated February 21, 2023, commenting on Amendment No. 2 to the registration statement on Form S-1 (“Form S-1”) of MDB Capital
Holdings, LLC (the “Company”), filed on February 2, 2023.

I
am responding on behalf of the Company as its counsel, to the comment letter. The response format sets forth the Staff comment followed
by the response thereto of the Company.

    Securities and Exchange Commission

March 23, 2023

Page 2

Amendment
No. 1 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.

Response:

The
Company has added further disclosure to indicate that it will have to issue an additional 21,237,702 class A common shares to increase
the issued and outstanding number of class A common shares to 25,000,001, assuming no conversions of any class B common shares and all
the offered shares are sold, at which time the Company will no longer be a controlled company. With 25,000,001 class A common shares
outstanding, the Company will no longer be a controlled company under the NASDAQ rules..

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 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).Please revise the summary section to disclose your multiple class share structure and explain
the nature of the disparate voting rights and the risks the structure presents to investors.

Response:

The
Company believes that it is not an investment company under either of Section 3(a)(1)(A) or Section 3(a)(1)(C) of the U.S. Investment
Company Act of 1940 (the “Act”), and therefore is not subject to the Act. As discussed below, the Company is not an “investment
company” under Section 3(a)(1) of the Act because (1) it is not and does not intend to hold itself out as being engaged primarily
in the business of investing, reinvesting or trading in securities, other than those similar specific activities conducted through a
licensed broker-dealer under the exemption provided by Section 3(c)(2)(A) of the Act, and (2) it does not own or propose to acquire investment
securities having a value exceeding 40% of the value of its assets (exclusive of government securities and cash items) on an unconsolidated
basis.

    Securities and Exchange Commission

March 23, 2023

Page 3

The
Company describes itself as a diversified holding company focused on long-term value creation. The Company operates core businesses of
being a broker-dealer, patent consulting business, Arizona law firm and management consulting business. Also, the Company will review
opportunities to acquire technologies and businesses and found, fund and develop corporate vehicles as wholly-owned or majority-owned
subsidiaries to conduct research and development for unique, industry changing products and services. One such company is its majority-owned
cell-free synthetic biology company, Invizyne Technologies, Inc. The Company will seek different valuation realization strategies for
these developed businesses from time to time in the future such as continuing operations, initial public offerings, joint ventures, licensing,
asset sales and merger transactions, depending on the particular business model and industry. This strategy of acquiring unique technologies,
assets and licensing and then operating them as businesses has been followed by the Company for over several decades.

The
Company is not an Investment Company under Section 3(a)(1)(A)

The
Company is not an investment company under Section 3(a)(1)(A) of the Act because it is not primarily engaged in the business of investing,
reinvesting or trading in securities, other than through an exempt, FINRA registered broker dealer. In determining whether or not an
issuer is an investment company for purposes of Section 3(a)(1)(A), the courts, Commission and Staff have considered the five factors
developed by the Commission in In the Matter of Tonopah Mining Co. of Nevada (Investment Company Act Release No. 1084, 26 SEC
426 at 427, July 22, 1947) (“Tonopah”). Under Tonopah, the five factors used to determine the business in which an issuer
is primarily engaged are: (1) the issuer’s historic development; (2) the issuer’s public representation of policy; (3) the
activities of the issuer’s officers and directors; (4) the source of the issuer’s income; and (5) the nature of the issuer’s
assets. As highlighted by case law, no one factor is dispositive in an analysis of an issuer’s primary business engagement and
courts look to each individual factor in determining whether a company is an investment company that is primarily engaged in the business
of investing, reinvesting or trading in securities. The Company does not believe it is primarily engaged in the business of investing,
reinvesting or trading in securities based upon the following analysis.

    Securities and Exchange Commission

March 23, 2023

Page 4

As
discussed below, a portion of the Company assets include wholly- and majority-owned subsidiaries engaged in non-investment company businesses
while another portion of the Company assets and business is conducted in a registered broker dealer that is exempt from the Act. Also,
currently, a large portion of its assets are held in cash, bank deposits and United States government securities.

(1) Historical
Development. The Company was formed through the reorganization of several companies. The Company currently has three
wholly-owned subsidiaries: (i) Public Ventures, LLC (“Public Ventures”), formerly MDB Capital Group LLC; (ii) PatentVest
Inc. (“PatentVest”); and (iii) MDB CG Management Company (“MDB Management”). The Company has one
majority-owned subsidiary (60% owned by the Company), Invizyne Technologies, Inc. (“Invizyne”).

Public
Ventures has operated as a FINRA registered broker-dealer (CRD-: 42677/SEC-: 8-49951) for over 25 years. Its operations currently are
being expanded to include a securities clearing firm. The primary business of Public Ventures has been security offerings; it does not
engage in market making or proprietary trading or market investing. Generally, its income comes from service fees paid in cash and issuer
securities.

PatentVest
has operated for over 18 years as a consulting company to companies with patent portfolios that seek to protect, expand and commercialize
their intellectual property. The PatentVest process clearly defines the boundaries of an invention by providing context for previously
developed ideas and analyzes how the invention, and therefore patent claims, differ from the discovered prior art in order to rationalize
the essential distinctions that are the key value drivers. Understanding these boundaries, as well as how protectable and valuable these
boundaries are, is essential to better guide strategic business and patentability decisions. Its operations include an Arizona law firm
whose legal services complement the patent process of the PatentVest clients.

Invizyne
is a company founded in 2019 to explore a unique synthetic biology platform. Synthetic biology at its core re-wires a unicellular organism,
such as yeast, via genetic engineering to produce desired molecules. Chemical synthesis methods are traditionally inefficient, produce
significant waste, are often dependent on petroleum-derived chemicals, and expensive. Natural extraction also can be taxing on the environment
due to inefficiencies when desired compounds are only found in small concentrations. In addition, it has long production cycles and presents
issues with foreign contaminants. The promise of synthetic biology over these traditional methods is that desired molecules can be produced
in sustainable ways, production can be scaled consistently and reliably, rare molecules can become readily available, and new and novel
compounds can be more readily accessed.

    Securities and Exchange Commission

March 23, 2023

Page 5

MDB
Management, a company founded in 2022, has an out-source service contract with MDB Capital S.A., an affiliated company through common
ownership, where services are provided to the different companies within the holding company structure of the Company on an out-source,
as requested basis.

In
sum, the components of the holding company have existed for a number of years, or in one case, several decades. During that time, the
Company and predecessors have been operating companies generating operating revenues and having assets to be used in revenue production.

(b) Public
Representations of Policy. Insofar as the Company has publicly discussed its activities as a broker-dealer, that discussion has
always been in the context of a business exempt from the Act. Historically the business of Public Ventures has focused on
underwriting and placement activities. Its brokerage services have been largely related to its underwriting and placement
activities. Public Ventures has not focused on wealth management, debt structuring, capital solutions and merger advisory, and it
does not engage in general market making and related activities or proprietary trading. The securities that Public Ventures has held
therefore have typically been obtained as part of the underwriting or selling agent process, either as securities obtained in
distribution activities, stabilization and similar activities or as fee compensation.

The
Company’s discussion of its other businesses, has always been in the context of operating companies. The overall policy of the
Company is to create an environment for technological development. Over the several decades it has acted as founders of companies, nurturing
business ideas and providing capital for the earliest stages of research and development. The capital used in its developmental operations
has been from working capital. The time frame for development has varied but not less than 2-3 years. For example, Invizyne, which is
majority owned by the Company along with its science personnel founders, has so far been a four-year experience of founding, initial
funding, and research and development, and in 2023, Invizyne anticipates entering into is first licensing transaction.

    Securities and Exchange Commission

March 23, 2023

Page 6

The
Company does not make public representations regarding its investment securities except as required by its obligation to file periodic
reports to comply with federal securities laws, and the Company has not emphasized either its investment income or the possibility of
significant appreciation from its cash management investment strategies as a material factor in its business or future growth. By reason
of its diversified operations, it is impractical for investors to think of the Company as an investment company; because its component
companies are so varied in their operations and assets and being private non-public entities, their individual valuations will not be
readily assessed based on a public securities market valuation. The latter is typical of an investment company, which the Company is
not. And the Company has not and will not try to position itself as an investment company, but rather positions itself as an operating,
long-term value creation company. In this regard, we point to the decision of the Court of Appeals for the Seventh Circuit, in SEC
v, National Presto Industries, Inc., 486 F.3d 305 (7th Cir. 2007). where the court stated that “… what principally matters
is the belief the company is likely to induce in investors. Will its portfolio and activities lead investors to treat a firm as an investment
vehicle or as an operating enterprise?” In addition, the Presto court lent significant weight to the sources of income, noting
that a large portion of its gross income was from its operations. In the Company’s case, $1,080,001 or approximately 80% of its
total operating income for the fiscal year ended December 31, 2022, was from its underwriting and selling agent activities, versus interest
income from its cash assets and U.S. government securities which represented 16.8% of its income for the same period.

It
also should be pointed out that the financial statement line item “investment securities” is a GAAP-based descriptive and
is not intended to encompass “investment securities” as described in the Act. We point out that there are approximately $16,188,920
in U.S. Government Securities (U.S. Treasury Bills) included in the GAAP descriptive on the Company balance sheet, for example. We also
point out that $882,577 of the securities included in that GAAP descriptive are held in the broker-dealer and were earned as compensation
for its underwriting and placement agent services and would be excluded from being “investment securities” for purposes of
calculating any of the percentage tests to determine investment company status under the Act.

The
use of proceeds section in the Registration Statement on Form S-1, 333-268318, is indicative of how the Company plans to conduct its
business. It plans to use the majority of the proceeds from the offering encompassed in that registration statement to expand the self-clearing
operations, the Arizona law firm, and the marketing efforts of PatentVest and for general working capital. Its other pr