The presentation included herein is a free writing prospectus and is an offer to purchase Class A Common Shares of MDB Capital Holdings, LLC (the ”Company”) in a public offering of securities of the Company.  The Company has filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (File #333-268318) and various exhibits therewith and a prospectus, dated August 2, 2023, related to the offering, both of which are available for free from the SEC Website, at https://www.sec.gov/edgar.

The prospectus is available by means of the following hyperlink:  https://www.sec.gov/Archives/edgar/data/1934642/000149315223026405/form424b4.htm.

You may also obtain a copy of the prospectus for free from the Company, by contacting, Anthony DiGiandomenico at the Company by writing or telephoning [email protected] or (945) 262-9010, or the selling agent by contacting Digital Offering LLC, by writing or telephoning toll free, [email protected] or 866-209-1386 or Cambria Capital LLC by writing or telephoning toll free, [email protected] or 877-226-0477 or Paulson Investment Company LLC by writing or telephoning toll free, [email protected] or 855-653-3444, or R. F. Lafferty & Co. Inc. by writing or telephoning, [email protected] or 212-293-9090, or Public Ventures LLC by writing or telephoning, [email protected] or (945) 262-9010. Persons that are interested in investing in the Class A Common Shares are encouraged to read the Prospectus which is hyperlinked above, especially the risk factors that included therein starting on page 11, before making a decision to invest in the Class A Common Shares.