SecProbe.io

CORRESP
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 filename1.htm

 ERIC M. HELLIGE

 Partner

 Direct Tel: 212-326-0846

 Fax: 212-326-0806

 ehellige@pryorcashman.com

 October 15, 2025

 Via Edgar

 Mr. Bradley Ecker

 Ms. Erin Purnell

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Heritage Distilling Holding Company, Inc.

 Registration Statement on Form S-1

 File No. 333-289870

 Ladies and Gentlemen:

 On behalf of our client, Heritage Distilling Holding
Company, Inc., a Delaware corporation (the "Company"), and pursuant to the applicable provisions of the Securities Act
of 1933, as amended (the "Securities Act"), and the rules promulgated thereunder, we hereby file in electronic form the accompanying
Amendment No. 1 to Registration Statement on Form S-1 of the Company ("Amendment No. 1"), marked to indicate changes to the
Registration Statement on Form S-1 that was filed with the Securities and Exchange Commission (the "Commission") on August
26, 2025.

 Amendment No. 1 reflects the responses of the Company
to comments received from the Staff of the Commission (the "Staff") in a letter dated September 8, 2025 (the "Comment
Letter"). The discussion below is presented in the order of the numbered comments in the Comment Letter. Certain capitalized terms
set forth in this letter are used as defined in Amendment No. 1. For your convenience, references in the responses to page numbers are
to the marked version of Amendment No. 1 and to the prospectus included therein.

 The Company has asked us to convey the following
responses to the Staff:

 Registration Statement on Form S-1 filed August 26, 2025

 Risk Factors

 Risks Related to Our Cryptocurrency Treasury Reserve Strategy
and $IP Tokens In

 Connection with our focus on $IP, page 46

 1. Please describe the other "decentralized finance activities" that you plan to engage in. In this regard, we note your
disclosure on page 46 that "[i]n connection with our $IP strategy, including . . . other decentralized finance activities, we expect
to interact with various smart contracts deployed on the $IP network in order to optimize our new strategy."

 Response: The Company respectfully acknowledges the Staff's comment and
confirms that it does not currently have any plans to engage in decentralized finance activities other than the staking of $IP tokens,
although it is possible that in the future it may engage in such activities. The Company has revised its disclosure under the caption
" Our Cryptocurrency Business" on page 2 of Amendment No.
1 and under the captions " Our Cryptocurrency Treasury Strategy"
and "Our Cryptocurrency Treasury Reserve Policy" on pages 112 and 113, respectively, of Amendment No. 1 consistent
with the foregoing.

 Securities and Exchange Commission

 October 15, 2025

 Page 2

 Cryptocurrency Business, page 114

 2. Please revise to disclose the percentage of your treasury that is currently invested in $IP and any other crypto assets. To the
extent that you hold other crypto assets, please identify the crypto assets and the percentage of your treasury that is invested in such
other crypto assets. If your investment in these other crypto assets is material, please add a section that addresses the characteristics
of the crypto assets and the network on which they exist as well as any material risks related to your investment in such crypto assets.

 Response: The Company respectfully acknowledges the Staff's comment and has revised the disclosure under the caption "Our
 Cryptocurrency Business" on page 2 of Amendment No. 1 and under the caption "Our Cryptocurrency Treasury Strategy"
 on pages 2 and 112 of Amendment No. 1 to disclose that at October 13, 2025, approximately 99% of the Company's digital asset
 reserves consisted of $IP tokens, with the remainder of such assets held in USDC. In addition, the Company has disclosed on
 pages 2, 112 and 113 of Amendment No. 1 that it does not intend to dedicate any of its treasury-allocated capital to other digital
 assets outside of those in the Story ecosystem, other than USDC. Further, the Company disclosed under the caption "Our
 Cryptocurrency Treasury Reserve Policy" on page 113 of Amendment No. 1 that its treasury reserve policy provides that $IP
 tokens (including staked $IP tokens) will at all times comprise at least 95% of the Company's treasury reserves.

 3. Please revise your disclosure in this section to describe the material terms of your Cryptocurrency Treasury Reserve Policy so
that investors understand:

 ● the percentage of your treasury that you intend to invest in $IP;

 ● whether you intend to invest and/or hold other crypto assets such as the
USDC that you received in connection with your recent offering of Pre-Funded Warrants;

 ● the
 policies and procedures you have in place to govern when you exchange cash for $IP and when
 you monetize your $IP;

 ● whether
 you intend to hedge your $IP investment and, if so, your hedging strategy,

 ● the
 percentage of $IP you intend to stake;

 ● your
 policies related to air drops, incidental rights and hard forks; and

 ● your
 policies related to using your $IP as collateral for term loans or other capital raising
 transactions.

 Response: The
 Company respectfully acknowledges the Staff's comment and has revised the disclosure under
 the caption "Our Cryptocurrency Treasury Reserve Policy" on pages 113 to 115
 of Amendment No. 1 to provide disclosure regarding each of the items requested by the Staff.

 Securities and Exchange Commission

 October 15, 2025

 Page 3

 4. Please
 describe your s elf-custody program. Disclose the percentage of your private
 keys that you hold in cold storage, who has access to your private keys and the degree to
 which your cyber risk insurance policy protects your crypto asset holdings. In addition,
 we note that you intend to contract with a third-party custodian in the future. If known,
 please discuss your timeline and the factors you will consider in connection with selecting
 a third-party custodian.

 Response: The Company respectfully acknowledges the Staff's comment and has added disclosure under the caption " Use
of Custodians and Storage of $IP Tokens" on page 117 of Amendment No. 1 to provide the disclosure requested by the Staff regarding
the Company's self-custody program and its plans and criteria for selecting a third-party custodian. Further, the Company has provided
disclosure in the fifth paragraph under the caption "$IP Tokens and the Story Network" on page 116 of Amendment No. 1 noting
that it maintains custody of all of its private keys and does not maintain insurance that would cover any loss of its $IP tokens.

 5. To the extent that you intend to increase your $IP treasury holdings, please discuss such plans, including a timeline, the sources
of capital, and how you intend to purchase additional $IP for your treasury reserve, including whether the purchases will be made through
third party trading platforms or through trading counterparties. In addition, please disclose whether you have any agreements in place
for this purpose.

 Response: The Company respectfully acknowledges the Staff's comment and has added disclosure to the fifth paragraph under the caption " Our
Cryptocurrency Treasury Reserve Policy" on page 114 of Amendment No. 1 to provide the disclosure requested by the Staff.

 6. We note your disclosure that you may operate validator nodes or delegate your $IP to other validators. Please disclose your timeline
related to beginning you staking program, and, with regards to operating your own validator nodes, please disclose your timeline, the
steps necessary for you to begin to operate your own validator nodes, the estimated costs, the sources of capital and any challenges you
may face in implementing this plan.

 Response: The Company respectfully acknowledges the Staff's comment and has added
disclosure to the first paragraph under the caption "Our Staking Program" on page 115 of Amendment No. 1, disclosing that
the Company has already commenced its staking program and the operation of its own validator nodes and providing the additional disclosure
requested by the Staff.

 7. Please revise to include a materially complete description of $IP and the Story blockchain, including, for example, the lifecycle
of $IP, the market capitalization of $IP, the circulating supply of $IP, the total supply of $IP and the allocation of the $IP supply,
the planned distribution of additional $IP, whether there is a maximum amount of $IP that may be created, quantitative information regarding
the volatility of the price of $IP, additional disclosure regarding transactions with $IP to include OTC transactions and the futures
market, the range of gas prices for transactions on the Story blockchain, the range of rewards for operating as a validator on the Story
blockchain, the unbonding period for staked $IP and the role of the Story Foundation in governance of the Story blockchain.

 Response: The Company respectfully acknowledges the Staff's comment and has added
disclosure on pages 116-119 of Amendment No. 1 in which the Company has provided the additional disclosure requested by the Staff.

 Securities and Exchange Commission

 October 15, 2025

 Page 4

 8. Please revise to disclose the material terms of your "partnership with the Story Foundation and its proprietary $1P,"
and file the partnership agreement as an exhibit if required by Item 601 of Regulation S-K.

 Response: The Company respectfully acknowledges the Staff's comment and hereby advises the Staff that the Company has no partnership or other
agreement with Story Foundation and any disclosure to the contrary in the Registration Statement as originally filed has been removed
in Amendment No. 1. The Company notes, however, that, as disclosed under the caption "Issuance of Securities to Selling Stockholders
– Offering of Pre-Funded Warrants" on page 65 of Amendment No. 1, Story Foundation was one of many investors in the Company's
recent private placement of Pre-Funded Warrants and purchased in such offering Pre-Funded Warrants to purchase 107,781,820 shares of the
Company's common stock. However, Story Foundation (together with its affiliates) may not currently exercise any portion of its Pre-Funded
Warrant to the extent that it would own more than 4.99% of the Company's outstanding common stock immediately after exercise. In
addition, Story Foundation is a Selling Stockholder in the Registration Statement.

 General

 9. Given the size and nature of your resale offering relative to the number of outstanding shares held by non-affiliates, it appears
that the transaction may be an indirect primary offering on behalf of the registrant. Please provide us with a detailed legal analysis
of your basis for determining that it is appropriate to characterize the transaction as a secondary offering under Securities Act Rule
415(a)(1)(i). For guidance, please consider Question 612.09 of our Securities Act Rules Compliance and Disclosure Interpretations.

 Response: The Company respectfully acknowledges the Staff's comment and has considered the factors set forth in Question 612.09 of the Commission's
Securities Act Rule Compliance and Disclosure Interpretations ("C&DI") regarding whether a purported secondary offering
is actually a primary offering in which the selling stockholders are acting as underwriters selling on behalf of an issuer. Based on the
factors set forth in C&DI 612.09, the Company respectfully submits that the Selling Stockholders are not acting as underwriters or
otherwise as conduits for the Company and that the resale of the shares of the Company's common stock to be registered by the Registration
Statement (the "Shares") is not an indirect primary offering being conducted by or on behalf of the Company. In addition,
and after consideration of the Staff's comment, the Company will remove from the total Shares to be registered in the Registration
Statement the shares of common stock, and the shares of common stock issuable pursuant to the pre-funded warrants and common warrants,
held by Justin Stiefel, the Chairman and Chief Executive Officer of the Company, and any shares of common stock that were to be sold by
any director of the Company. As a result, as reflected in Amendment No.1, the Company intends to register an aggregate of 421,857,485
Shares for resale in the Registration Statement .

 Background .

 As set forth under the caption "Issuance
of Securities to Selling Stockholders" commencing on page 65 of Amendment No. 1, the Company issued the following securities to
the Selling Stockholders.

 Securities and Exchange Commission

 October 15, 2025

 Page 5

 Pre-Funded Warrant Shares. On
August 15, 2025, the Company sold in a private placement to institutional and accredited investors pre-funded warrants (the "Pre-Funded
Warrants") to purchase an aggregate of 370,378,890 shares of common stock at a purchase price of $0.6042 per Pre-Funded Warrant,
for an aggregate purchase price of $223.8 million, before deducting placement agent fees and other offering expenses. The Pre-Funded
Warrants issued in the offering were originally exercisable to purchase an aggregate of 370,378,890 shares of common stock at an exercise
price of $0.0001 per share. On September 18, 2025, Pre-Funded Warrants to purchase an aggregate of 143,616,678 Pre-Funded Warrant Shares
were exercised to acquire such shares. Of the shares issued or issuable upon the exercise of Pre-Funded Warrants, an aggregate of 366,769,275
shares of common stock (the "Pre-Funded Warrant Shares") are being registered for resale in the Registration Statement. In
connection with the offering of Pre-Funded Warrants, the Company paid to Cantor Fitzgerald & Co. and Roth Capital Partners, LLC,
as placement agents for the offering (the "Placement Agents"), a cash placement agent fee in the aggregate amount of approximately
$4.3 million and issued to the Placement Agents warrants (the "Placement Agent Warrants") to purchase an aggregate of
4,307,289 shares of common stock (the "Placement Agent Shares"), initially with an exercise price of $0.01 per share and a
five-year term.

 Advisory Shares . In
anticipation of the offering of Pre-Funded Warrants, between June 19, 2025 and August 10, 2025, the Company entered into advisory
and implementation agreements (the "Advisory Agreements") with Open World, Inc. and certain of its management and affiliates,
S.Y. Lee, the founder and chief executive officer of PIP Labs, the original creator of Story, and certain other advisors to the Company
(collectively, the "Advisors"), pursuant to which the Advisors have and will provide to the Company certain consulting, strategy
and business development services related to the Company's establishment of a treasury function in certain non-security cryptocurrencies,
including $IP tokens. Pursuant to the Advisory Agreements, the Company issued to various Advisors (i) on September 18, 2025, following
receipt of stockholder approval of the issuance of such shares, an aggregate of 6,477,092 shares of common stock (the "Advisory
Common Stock"), (ii) on August 15, 2025, warrants to purchase up to an aggregate of 17,500,000 shares of common stock (the "Advisory
Warrant Shares") for a purchase price of $0.01 per share, and (iii) on September 25, 2025, restricted stock units to acquire an
aggregate of 2,500,000 shares of common stock (the "RSU Shares, and, together with the Advisory Common Stock and the Advisory Warrant
Shares, the "Advisory Shares").

 Series B Common Shares .
Between January 23, 2025 and July 7, 2025, the Company sold in private placements to 15 accredited investors an aggregate
of 756,854 shares of Series B Preferred Stock, with certain investors receiving warrants to purchase an aggregate of 852,399
shares of common stock at $0.01 per share for aggregate gross proceeds of $7,568,557. In co