Correspondence 0001493152-23-025291 from MDB Capital Holdings, LLC (MDBH) (CIK 0001934642) (MDBH)
MDB Capital Holdings, LLC (MDBH) (CIK 0001934642)
Date: July 21, 2023 · CIK: 0001934642 · Accession: 0001493152-23-025291
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File numbers found in text: 333-268318
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CORRESP
1
filename1.htm
Digital
Offering, LLC
1461
Glenneyre Street, Suite D
Laguna
Beach, CA 92651
July
21, 2023
VIA
EDGAR
Securities
and Exchange Commission
Division
of Corporation Finance Office of Technology
100
F Street, N.E.
Washington,
D.C. 20549
Attention:
Tonya Aldave
Re:
MDB Capital
Holdings, Inc. (the “Company”)
Registration Statement
on Form S-1 (the “Registration Statement”)
File No. 333-268318
Request for Acceleration
of Effectiveness
Dear
Ms. Aldave:
We
understand that the staff of the U.S. Securities and Exchange Commission (the “Commission”) has completed its review of the
above referenced Registration Statement of the Company and we hereby join the Company’s request that the Commission declare the
Registration Statement “effective” at 4:30 p.m., Eastern Time on July 25, 2023, or as soon thereafter as practicable.
Pursuant
to Rule 460 under the Act, we wish to advise you that the Placement agent will distribute final prospectuses to dealers, institutions
and others as appears to be reasonable to secure adequate distribution of the prospectus. Because this is a best efforts offering, no
preliminary prospectuses have been distributed.
Please
contact Paul Levites of Bevilacqua PLLC, counsel of the selling agent, at 202-869-0888 (ext. 103) to provide notice of qualification,
or if you have any questions or concerns regarding the foregoing. We appreciate your assistance in this matter.
Very truly yours,
As Selling Agent
Digital Offering, LLC
By:
/s/
Gordon McBean
Name:
Gordon
McBean
Title:
Chief
Executive Officer