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    Attorneys
    at Law | 711 Third Ave., New York, NY 10017-4014

    T
    (212) 907-7300 | F (212) 754-0330 | www.golenbock.com

Direct
Dial No.: (212) 907-7349

Direct
Fax No.: (212) 754-0330

Email
Address: AHudders @GOLENBOCK.COM

April
18, 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: March 24, 2023

    File
    No. 333-268318

Dear
Ms. Aldave:

Thank
you for permitting me to submit changes pages reflecting the potential edits to the registration statement on Form S-1 (“Form S-1”)
of MDB Capital Holdings, LLC (the “Company”), filed on March 24, 2023, in response to the Comment No. 1 in the staff response
letter of April 6, 2023. I repeat the staff comment and the potential response, subject to any further comments of the staff thereto.

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 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.

Securities
and Exchange Commission

April
18, 2023

Page
2

Response:

The
Company, in response to the comment, has changed the disclosure to indicate that the Class B Common Shares will maintain 50% of the voting
control if they retain1,410,384 Class B Common Shares, assuming the sale of all the shares offered by the prospectus, no additional Class
A Common Shares are issued and of the Class A Common Shares issued on conversion, none are retained by Messrs. Marlett and DiGiandomenico.
We have further indicated the aggregate number of Class A Common Shares that may be outstanding after the offering, and we have retained
as an alternative the number of additional Class A Common Shares that would have to be sold if there were no conversion of the Class
B Common Shares.

Thank
you for providing this limited review. My contact information is 212-907-7349 or ahudders@golenbock.com.

  Very
truly yours,

  /S/
Golenbock Eiseman Assor Bell & Peskoe LLP

  Golenbock
Eiseman Assor Bell & Peskoe LLP

  Enc.
  Changed pages

  cc:
  Mr.
Christopher Marlett,

  Chief
Executive Officer

  Mo
Hayat,

  Chief
of Entrepreneurship & Operations

The
information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration
statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does
it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PROSPECTUS

Subject
to Completion, Dated April ___, 2023

MDB
CAPITAL HOLDINGS, LLC

833,333
CLASS A COMMON SHARES REPRESENTING LIMITED LIABILITY INTERESTS

This is the initial public offering
of class A common shares representing limited liability interests of MDB Capital Holdings, LLC. We are offering the class A common
shares at a public offering price of $12.00 per share, in a “best efforts” no minimum / 833,333 maximum share offering.
The public offering price per share will be fixed for the duration of this offering. This offering will terminate on the 60th
day following effectiveness of the registration statement
of which this prospectus forms a part (the “Offering Termination Date”), unless we sell the maximum amount of
shares before that date or we decide to terminate this offering prior to the Offering Termination Date, which we may do at any time in
our discretion. Investors will enter into a subscription agreement and their subscription amount will be deposited in an escrow account
with Wilmington Trust, National Association. Subscriptions are irrevocable, and subscribers cannot withdraw their funds during the offering
period. Once we decide to have a closing, the deposited investor funds will be released to us. There will be one closing. In the event
we terminate the offering without a closing, all subscriber funds received in escrow will be promptly returned to subscribers without
interest or offset in accordance with rules 10b-9 and 15c2-4 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”).

We are
authorized under our operating agreement to issue common and preferred shares representing our limited liability interests.
We have established two classes of common shares representing our limited liability interests, which we have denominated
class A common shares and class B common shares. The rights of the holders of class A common shares and class B common shares are
identical, except for voting and conversion rights. Each class A common share is entitled to one vote, and each class B common share
is entitled to five votes per share. The class B common shares are convertible into class A common shares at any time, in an
amount as determined by the holder, at the rate of one class B common share for one class A common share. Shareholders who hold
class B common shares must convert their class B common shares into class A common shares before they may sell any of their shares
in a public market. Prior to this offering, the holders of our outstanding class B common shares, being two persons, hold
approximately 90.8% of the voting power of our actual outstanding capital equity, and those persons with our directors, executive
officers, and 5% shareholders, and their respective affiliates, hold approximately 91.1% of the voting power of our actual
outstanding capital equity. The corporate governance rights of the two classes of common shares are defined in our operating
agreement, and are similar to the rights of a holder of stock in a corporation organized under Delaware law, which is why we have
designated them as shares rather than LLC units or membership interests or other designations typical of limited liability
companies. See “Description of Capital.” The common shares represent limited liability interests, and have pass
through tax benefits under the U.S. federal income tax regulations. See “Certain Material U.S. Federal Tax
Considerations.”

 After completion of this offering
we will have 3,462,299 class A common shares outstanding if all the shares offered hereby are sold, each class A common share having
one vote. Christopher Marlett, our Chief Executive Officer and Chairman, and Anthony DiGiandomenico, our Chief of Transactions and a
director, through their ownership of all our outstanding 5,000,000 class B common shares, each of which has five votes, will continue
to control more than a majority of the voting power of our outstanding class A and class B common shares which vote as a single class
on all matters. As a result, we will be a “controlled company” within the meaning of the corporate governance standards of
Nasdaq and eligible for certain exemptions from these rules. Based on the number of class A common shares to be outstanding after this
offering assuming all the class A common shares offered hereby are sold and no additional class A common shares are issued other than
those issued on conversion of the class B common shares, and Messrs. Marlett and DiGiandomenico hold no class A common shares after conversion
of their class B common shares into class A common shares, we will remain a “controlled company” so long as Messrs. Marlett
and DiGiandomenico own at least 1,410,384 class B common shares. Alternatively, if Messrs. Marlett and DiGiandomenico do not convert
or dispose of any of the 5,000,000 class B common shares they own, we will have to issue 21,237,702 class A common shares before Messrs.
Marlett and DiGiandomenico are diluted to below 50% voting control of the common shares, at which point we then would cease to be a “controlled
company.” We intend to rely on the “controlled company” exemption for as long as Messrs. Marlett and DiGiandomenico
have control of the company. See “Risk Factors – If the class A common shares are listed on Nasdaq, we will be deemed
a “controlled company” under the listing rules because our class B common shares are held by two persons who have more than
50% control. As a controlled company, we will be exempt from many of the corporate governance obligations that other companies must follow
when listing on Nasdaq” on page _____ for more information.

Prior to this offering, there
has been no public market for our class A common shares. We intend to apply to list our class A common shares on The Nasdaq Capital Market,
sometimes referred to as Nasdaq, under the symbol “MDBH.” No assurance can be given that our application will be approved
or that an active trading market for the class A common shares will develop. We will not consummate and close this offering without a
listing approval letter from the Nasdaq Capital Market.

We are an “emerging
growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012. As such, in this prospectus we have taken
advantage of certain reduced disclosure obligations that apply to emerging growth companies regarding selected financial data and executive
compensation arrangements. See “Prospectus Summary— Implications of Being an Emerging Growth Company.”

Digital Offering, LLC, or Digital
Offering, is the lead managing selling agent, or selling agent, for this offering. The selling agent is selling our class A common shares
in this offering on a best efforts, no minimum basis and is not required to sell any specific number or dollar amount of class
A common shares offered by this prospectus, but will use its best efforts to sell such class A common shares. The selling agent may
engage sub-agents to assist in the placement of the class A common shares offered hereby.

Investing
in our securities involves a high degree of risk. See “Risk Factors” beginning on page 11 of this prospectus to read about
factors you should consider before deciding to invest in our securities.

Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 Christopher
Marlett, our Chief Executive Officer and Chairman, and Anthony DiGiandomenico, our Chief of Transactions and a director, through their
ownership of all our outstanding 5,000,000 class B common shares, each of which has five votes, will continue to control more than a
majority of the voting power of our outstanding class A and class B common shares, which vote as a single class on all matters. As a
result, we will be a “controlled company” within the meaning of the corporate governance standards of Nasdaq and eligible
for certain exemptions from these rules. Based on the 3,462,299 class A common shares to be outstanding after this offering assuming
all the class A common shares offered hereby are sold and no additional class A common shares are issued other than those issued on conversion
of the class B common shares, and Messrs. Marlett and DiGiandomenico hold no class A common shares after conversion of their class B
common shares into class A common shares, we will remain a “controlled company” so long as Messrs. Marlett and DiGiandomenico
own at least 1,410,384 class B common shares, which will represent just over 50% of the combined voting control of the common shares.
Alternatively, if Messrs. Marlett and DiGiandomenico do not convert or dispose of any of the 5,000,000 class B common shares they own,
we will have to issue 21,237,702 class A common shares before Messrs. Marlett and DiGiandomenico are diluted to below 50% voting control
of the common shares, at which point we then would cease to be a “controlled company.”
We intend to rely on any such exemptions for as long as Messrs. Marlett and DiGiandomenico have control of the company.

The
fact that the class B common shares have a right to five votes per class B common share on all matters presented for a vote to the shareholders,
including in the vote for directors, and the fact that the class B common shares currently have a majority ownership position of all
the common shares, means that they have an anti-takeover effect, because it would be difficult for an insurgent to overcome the authority
that the class B common shares has in the governance of the Company. The class B common shares also means that the holders will have
a control position over the Company in determining the affairs of the Company, including the selection of the members of the board of
directors and officers, use of the proceeds of this offering and other income of the company, determination of various policies by which
the Company is governed, and any other matter that is determined directly or indirectly by the shareholders.

Impact
of the COVID-19 Pandemic on Our Business

The
COVID-19 pandemic has prompted national, regional, and local governments, including those in the markets that the Company operates in,
to implement preventative or protective measures to control its spread. As a result, there have been disruptions in business operations
around the world. As our operations may largely be conducted remotely and are largely office and service work based and not involved
in manufacturing or direct face to face client service contacts, we have not been impacted significantly by the COVID-19 pandemic.

While
the Company will continue to navigate the financial, operational, and personnel challenges presented by the COVID-19 pandemic, the full
impact of COVID-19 on our operational and financial performance will depend on future developments, including the duration and spread
of the pandemic, the potential uncertainty related to (and proliferation of) new strains, and related actions taken by federal, state,
local and international government officials, to prevent and manage the spread of COVID-19. All of these efforts are uncertain, out of
our control, and cannot be predicted at this time.

Impact
of Ukrainian Conflict

Currently,
we believe that the conflict between Ukraine and Russia does not have any direct impact on our operations, financial condition or financial
reporting. We believe the conflict will have only a general impact on our operations in the same manner as it is having a general impact
on all businesses that have their operations in North America as a result of international sanctions and embargo regulations, possible
shortages of goods and goods incorporating parts that may be supplied from the Ukraine or Russia, supply chain challenges, and the international
and US domestic inflationary results of the conflict and government spending for and funding of our country’s response. We do not
believe we will be targeted for cyber-attacks in connection with