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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

AI Filing Summary & Sentiment

File numbers found in text: 333-268318

Date
July 21, 2023
Author
Chief
Form
CORRESP
Company
MDB Capital Holdings, LLC (MDBH) (CIK 0001934642)

Letter

VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Technology 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

Show Raw Text
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