SecProbe.io

September 12, 2024
Justin Stiefel
Chief Executive Officer
Heritage Distilling Holding Company, Inc.
9668 Bujacich Road
Gig Harbor, Washington 98332
Re:Heritage Distilling Holding Company, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed August 28, 2024
File No. 333-279382
Dear Justin Stiefel:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our July 25, 2024 letter.
Amendment No. 2 to Registration Statement on Form S-1 filed August 28, 2024
Principal Stockholders, page 119
1.We note your response to prior comment 3.  If the potential issuance of warrants in the
concurrent private offering will alter the numbers in this table, please revise your
disclosure accordingly.  Also revise your disclosure beginning on page 121, as necessary.
Common Stock, page 123
2.You disclose here that a majority of your outstanding shares constitutes a quorum for a
stockholder meeting.  Please reconcile with the one-third quorum in Section 2.8 of Exhibit
3.5.

September 12, 2024
Page 2
Anti-Takeover Effects, page 126
3.You disclose here that special meetings may be called only by your board.  Please
reconcile with Section 2.3 of Exhibit 3.5.
Notes to Condensed Consolidated Financial Statements
Note 2. Summary of significant accounting policies
Investments/Investments in Flavored Bourbon LLC, page F-13
4.We note your response to prior comment 5 but do not consider your response to fully
address our concerns. In this regard, please explain why you believe your accounting
treatment for your investment in Flavored Bourbon LLC is appropriate and how such
treatment complies with the guidance in ASC 321-10-35-2. As part of your
response, include the following:
•How you determined that the price change that occurred as a result of the January
2024 cap call is “observable” and explain why you used the OPM Backsolve
Valuation Model to measure the fair value of your investment when there is an
“observable price” available;
•Confirm you have irrevocably elected to measure your investment in Flavored
Bourbon LLC at fair value using the OPM Backsolve Valuation Model subsequent to
the January 2024 cap call event and quantify the assumptions you used in your
valuation and explain why the valuation for your investment in Flavored Bourbon
LLC has not changed since January 2024; and
•Provide your calculation for arriving at your gain.
Note 9. Stockholders  Equity, page F-29
5.We note that 183,000 shares of Series A Preferred Stock and 91,500 warrants to purchase
common stock were issued for a total proceeds of $1,830,000 which consisted of
$675,000 in cash and $1,155,000 in the form of 525 barrels of aged whiskey. However,
$1,830,000 is presented in the “Proceeds for Preferred Stock and warrants” line item of
your cash flow statement under financing activities, which appears to indicate that the
Company received the full proceeds in cash. Please revise to correct this inconsistency or
explain.
Note 16. Subsequent Events, page F-40
6.Your subsequent events disclosures here appear to be inconsistent with your disclosure
elsewhere in the filing. For example, your disclosures on page F-38 and F-39 indicate that
11,329 shares and 44,292 shares of Series A Preferred Stock were issued in connection
with the May 2024 and July 2024 factoring agreements, respectively, which appear to
suggest that an aggregate of 55,621 preferred shares were issued in connection with these
2 factoring agreements. However, your disclosure on page F-40 states that an aggregate of
44,292 shares were issued related to these agreements. Please revise to correct the
inconsistencies throughout the filing and quantify the total number of shares issued
subsequent to June 30, 2024 by type and class of stock or equity instruments. In this
regard, make sure all the issuances subsequent to June 30, 2024 are reflected in your pro
forma financial information throughout the filing or disclose why they are not reflected.

September 12, 2024
Page 3
Exhibit 23.1, page II-7
7.The consent includes an incorrect report date for the reverse stock split described in Note
1 (the date is July 5, 2024 in the audit report). Please revise accordingly.
            Please contact Eiko Yaoita Pyles at 202-551-3587 or Jean Yu at 202-551-3305 if you
have questions regarding comments on the financial statements and related matters. Please
contact Thomas Jones at 202-551-3602 or Geoffrey Kruczek at 202-551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:M. Ali Panjwani, Esq.