MDB Capital Holdings LLC-A 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE ANNUAL PERIOD ENDEDDECEMBER 31,2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number:001-41751 MDB CAPITAL HOLDINGS, LLC(Exact name of registrant as specified in its charter) (945)262-9012(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Exchange Act: None Name of each exchange on which registered Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒. Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☒No☐. Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the last 90 days.YES☒NO☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files).YES☒NO☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,”“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large Accelerated FilerNon-accelerated Filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☒ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YES☐NO☒ As of March 31, 2025 the number of outstanding shares of Class A Common Shares, representing limited liability interests, of the registrantwas4,950,632. There are also5,000,000outstanding shares of Class B Common Shares, representing limited liability interests of theregistrant, each of which votes with the Class A Common Shares on all matters presented to the holders of the Class A Common Shares. Thevalue of the Class A Common Shares on June 28, 2024, was $32,131,327, the last business day of the registrant’s most recently completedsecond fiscal quarter. DOCUMENTS INCORPORATED BY REFERENCE None. TABLE OF CONTENTS PagePart IItem 1.Business5Item 1A.Risk Factors22Item 1B.Unresolved Staff Comments48Item 1CCybersecurity48Item 2.Properties49Item 3.Legal Proceedings49Item 4.Mine Safety Disclosures49 Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities50Item 6.Selected Financial Data52Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations52Item 7A.Quantitative and Qualitative Disclosures About Market Risk63Item 8.Financial Statements and Supplementary Data63Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure63Item 9A.Controls and Procedures63Item 9B.Other Information65 Item 10.Directors, Executive Officers and Corporate Governance66Item 11.Executive Compensation72Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters76Item 13.Certain Relationships and Related Transactions, and Director Independence77Item 14.Principal Accountant Fees and Services78 Item 15.Exhibits and Financial Statement Schedules79Item 16.Form 10-K Summary79Signatures80 In this Annual Report, unless otherwise indicated, the “Company”, “MDB,” “we”, “us” or “our” refer to