SecProbe.io

CORRESP
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 filename1.htm

 HERITAGE
DISTILING HOLDING COMPANY, INC.

 9668
Bujacich Road

 Gig
Harbor, WA 98332

 June
17, 2025

 VIA
EDGAR

 Mr.
Bradley Ecker

 Securities
and Exchange Commission

 Division
of Corporate Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Heritage
 Distilling Holding Company, Inc.

 Registration
 Statement on Form S-1

 File
 No. 333-288051

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Heritage
Distilling Holding Company, Inc. (the "Company") hereby requests that the above-captioned registration statement (the "Registration
Statement") be declared effective at 3:00 p.m., Eastern Time, on Friday, June 20, 2025, or as soon thereafter as may be practicable.

 We
acknowledge that a declaration by the Commission or the staff, acting pursuant to delegated authority, that the Registration Statement
is effective does not foreclose the Commission from taking any action with respect to the Registration Statement. We further acknowledge
that such a declaration of effectiveness does not relieve the Company from our full responsibility for the adequacy and accuracy of the
disclosure in the Registration Statement. We understand that we may not assert staff comments to the Registration Statement or the declaration
of effectiveness by the Commission as a defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

 Should
you have any questions regarding this matter or need any additional information, please contact the Company's legal counsel, Eric
M. Hellige of Pryor Cashman LLP, at (212) 326-0846.

 Very
 truly yours,

 /s/Justin
 Stiefel

 Justin
 Stiefel

 Chief
 Executive Officer

 cc:
 Eric
 M. Hellige, Esq.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 16, 2025

Justin Stiefel
Chief Executive Officer
Heritage Distilling Holding Company, Inc.
9668 Bujacich Road
Gig Harbor , Washington 98332

 Re: Heritage Distilling Holding Company, Inc.
 Registration Statement on Form S-1
 Filed on June 13, 2025
 File No. 333-288051
Dear Justin Stiefel:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Bradley Ecker at 202-551-4985 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
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HERITAGE
DISTILING HOLDING COMPANY, INC.

9668
Bujacich Road

Gig
Harbor, WA 98332

January
31, 2025

VIA
EDGAR

Mr. Bradley
Ecker

Securities
and Exchange Commission

Division
of Corporate Finance

100 F Street,
N.E.

Washington,
D.C. 20549

 Re: Heritage
                                            Distilling Holding Company, Inc.

    Registration
                                            Statement on Form S-1

    File
                                            No. 333-284509

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Heritage
Distilling Holding Company, Inc. (the “Company”) hereby requests that the above-captioned registration statement (the “Registration
Statement”) be declared effective at 4:30 p.m., Eastern Time, on Tuesday, February 4, 2025, or as soon thereafter as may be practicable.

We
acknowledge that a declaration by the Commission or the staff, acting pursuant to delegated authority, that the Registration Statement
is effective does not foreclose the Commission from taking any action with respect to the Registration Statement. We further acknowledge
that such a declaration of effectiveness does not relieve the Company from our full responsibility for the adequacy and accuracy of the
disclosure in the Registration Statement. We understand that we may not assert staff comments to the Registration Statement or the declaration
of effectiveness by the Commission as a defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

Should
you have any questions regarding this matter or need any additional information, please contact the Company’s legal counsel, Eric
M. Hellige of Pryor Cashman LLP, at (212) 326-0846.

    Very truly yours,

    /s/Justin
    Stiefel

    Justin Stiefel

    Chief Executive Officer

cc: Eric
                                            M. Hellige, Esq.

January 31, 2025
Justin Stiefel
Chief Executive Officer
Heritage Distilling Holding Company, Inc.
9668 Bujacich Road
Gig Harbor, Washington 98332
Re:Heritage Distilling Holding Company, Inc.
Registration Statement on Form S-1
Filed on January 27, 2025
File No. 333-284509
Dear Justin Stiefel:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Bradley Ecker at 202-551-4985 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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ERIC M. HELLIGE

Partner

Direct Tel: 212-326-0846

Fax: 212-326-0806

ehellige@pryorcashman.com

November 8, 2024

Via Edgar

Ms. Eiko Yaoita Pyles

Ms. Jean Yu

Mr. Thomas Jones

Mr. Geoffrey Kruczek

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Heritage Distilling Holding Company, Inc.

    Amendment No. 4 to Draft Registration Statement on Form S-1

    Filed October 25, 2024

    File No. 333-279382

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. 5 to Registration Statement on Form S-1 of the Company (“Amendment No. 5”), marked to indicate changes to Amendment
No. 4 to the Registration Statement on Form S-1 that was filed with the Securities and Exchange Commission (the “Commission”)
on October 25, 2024.

Amendment No. 5 reflects the responses of the Company
to comments received from the Staff of the Commission (the “Staff”) in a letter dated November 7, 2024 (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. 5. For your convenience, references in the responses to page numbers are
to the marked version of Amendment No. 5 and to the prospectus included therein.

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

Amendment No. 4 to Registration Statement on Form S-1 filed October
25, 2024

Dilution; page 58

 1. The issues below are related to the pre-closing adjustments discussed in the introductory paragraph. We also noted some of these
issues in your capitalization disclosures. Please revise to address the issues below accordingly.

 ● Adjustment (vii) – Your subsequent event disclosure on page F-41 appears to indicate that liability was initially recorded
for the $250,000, which was subsequently exchanged for Series A Preferred Stock as part of the $719,919 debt cancellation recorded in
Adjustment (viii). Revise to clarify this information as your existing disclosure is confusing.

 Response: As requested by the Staff, the Company has clarified the disclosure under the caption “Disclosure” on page 58 and on page F-41 of Amendment No. 5 to clear up any confusion. In addition, the Company has made conforming changes under the caption “Capitalization” on page 55 of Amendment No. 5.

Securities and Exchange Commission

November 8, 2024

Page 2

 ● Adjustment (viii) – Your disclosure here appears to indicate that $410,667 of debt that was outstanding as of June 30,2024,
was subsequently cancelled as a result of this transaction. Please tell us how you reflected this debt cancellation in your pro forma
net tangible book value calculation.

Response: The disclosure in adjustment (viii) was edited
to reflect that the $719,919 of indebtedness related to accounts receivable factoring agreements that was cancelled included the $410,667
of preexisting debt as of June 30, 2024 plus the new debt of $250,000 subsequent June 30, 2024 plus the accrued fees thereon of $59,252
subsequent to June 30, 2024. The $410,667 of indebtedness that was outstanding as of June 30, 2024 and subsequently cancelled is a part
of the total $719,919 of indebtedness that was exchanged for equity on a pro forma basis.

The $410,667 of debt cancellation is
reflected in both the $410,667 decrease in Notes Payable Current from $14,783,425 (actual) to $14,372,758 (pro forma), and also as a component
of the increase in Paid in Capital as follows:

    $ 33,249,500
    Actual Paid in Capital (balance not including par value)

      33,827,224
    Total of Convertible Notes exchanged for equity on a pro forma basis (decrease in debt moving to equity upon the close of the transaction)

      884,182
    Change in Value in Warrant Liabilities upon completion of the transaction (decrease in warrant liability and increase in Paid in Capital)

      282
    Common stock being exchanged for prepaid warrants on a pro forma basis (net entry to par value)

      (7 )
    Net exercise of prepaid warrants exchanged for common stock (net entry to par value)

      (25 )
    Warrants exchanged for common stock (net entry to par value)

      (9 )
    Preferred stock warrants exchanged for Series A Preferred Stock (net entry to par value)

      1,349,987
    Issuance of Series A Preferred Stock (dollars received after June 30, 2024 - pro forma)

      110,599
    Issuance of Series A Preferred Stock for barrels of whiskey (reflecting value in dollars received after June 30, 2024 - pro forma)

      309,249
    Issuance of equity for cancellation of factoring agreement after June 30, 2024 – this will become paid in capital on a pro forma basis at the close of the transaction (Post 6/30 activity of $250,000 + $59,252 fees) [Note: $309,249 + $3 entry to Par Value = $309,252]

      410,663
    Issuance
    of equity for cancellation of factoring agreements that were in place prior to June 30, 2024, but were cancelled and
    exchanged for equity subsequent to June 30, 2024- pro forma (As of 6/30, including: agreements of $100,000 and 299,667,
    and accrued fees) [Note: $410,663 + $4 entry to Par Value = $410,667]

      (1 )
    Rounding

    $ 70,141,644
    Total Pro Forma Paid in Capital (this is reflected in the table on page 56 under the pro forma column as Paid In Capital).

Securities and Exchange Commission

November 8, 2024

Page 3

From there, to derive pro forma net tangible book value, we
account for the following items:

    $ 70,141,644
    Total Pro Forma Paid in Capital (total from table above)

      (67,806,249 )
    Accumulated deficit

      442
    Par value of common stock and Series A Preferred Stock

    $ 2,335,837
    Total Pro Forma Stockholders Equity

To determine net tangible book value on a pro forma basis we
account for the following:

    $ 2,335,837
    Total Pro Forma Stockholders Equity (from table above)

      (1,556,598 )
    Deferred offering costs

      (830,809 )
    Intangible assets

      (636,998 )
    Goodwill

      (238,994 )
    Unamortized debt issuance costs

    $ (927,562 )
    Total Pro Forma Net Tangible Book Value

See also additional details in the response to Question
3 below for the treatment of the $410,667 in question.

 ● Adjustments (ii) and (ix) – Revise to disclose information about the initial issuance of the warrants, including the nature
of the related transactions and timing of the issuances.

Response: As requested by the Staff, the Company has
clarified the disclosures in adjustments (ii) and (ix) under the caption “Dilution” on page 58 of Amendment No. 5. In addition,
the Company has made conforming disclosures in adjustments (ii) and (viii) under the caption “Capitalization” on page 55 of
Amendment No. 5.

Notes to Condensed Consolidated Financial Statements

Note 2. Summary of significant account policies

Investments/Investments in Flavored Bourbon LLC, page F-13

 2. You stated in your response to prior comment 3 that the Company has not made the irrevocable election to measure its investment
in Flavored Bourbon at fair value. However, you continue to state the following on page F-14 of your disclosure: “The Company irrevocably
elected to measure the Investment in Flavored Bourbon LLC at fair value using the OPM Backsolve Valuation Method only if there is an observable
transaction that triggers such revaluation.” Please remove this sentence from your disclosure as it appears to be confusing.

 Response:
As requested by the Staff, the Company has deleted the identified sentence from page F-14 of Amendment No. 5.

Securities and Exchange Commission

November 8, 2024

Page 4

Note 16. Subsequent Events, page F-41

 3. We note your response to prior comment 4. “FN16-Paragraph B” of Annex B of your latest response letter appears to indicate
that the transactions related to the aggregate contribution of $299,667 made by the two separate investors were not reflected in the pro
forma information. However, your disclosure on page F-39 states that effective July 31, 2024, these investors agreed to exchange their
interests in the factoring agreement for an aggregate of 32,963 shares of Series A Preferred Stock, 14,891 warrants to purchase shares
of common stock at the lesser of $5.00 per share or the IPO price, and 86,864 warrants at $6.00 per share. Please tell us what consideration
you gave to reflecting this transaction in your pro forma information.

Response: The
$299,667 had been received and was included and recorded to both Cash and Notes Payable as of June 30, 2024 and, accordingly, was
not included in Pro Forma Activity. However, the $299,667 was included in the exchange of factoring agreements for equity
that occurred subsequent to June 30, 2024, and the exchange of the $299,667 was therefore included in the Pro Forma activity. (See
also related details in the response under question 1. above)

    As of 6/30/24
    As of 6/30/24
    Post 6/30
    As of 7/31/24

    Cash Rec’d
    Fact. Agmt. 1
    Fact. Agmts. 2&3
    Fact Agmts.
    Fact Agmt. 4
    Fact. Agmts.

    Through 6/30/24
    $ 399,667
    $ 100,000
    $ 299,667
    $ 399,667
    $ -
    $ 399,667

    Post 6/30/24
    $ 250,000

    $ -
    $ 250,000
    $ 250,000

    $ 649,667
    $ 100,000
    $ 299,667
    $ 399,667
    $ 250,000
    $ 649,667

    Fees

    $ 11,000

    $ 11,000
    $ 59,252
    $ 70,252

    $ 649,667
    $ 111,000
    $ 299,667
    $ 410,667
    $ 309,252
    $ 719,919

    Converted into Series A Preferred Stock

    $ (719,919 )

    Remaining Factoring Agreements

    $ -

Note: $719,919 is comprised of $410,667
($410,663 of Paid in Capital + $4 of Par Value) and $309,252 ($309,249 of Paid in Capital + $3 of Par Value), which ties to the details
in response to Question 1 above.

* * *

As it is the goal of the Company to have the Registration
Statement on Form S-1 declared effective on Tuesday, November 12, 2024, the Company would greatly appreciate the Staff’s review
of Amendment No. 5 as promptly as practicable. If the Staff has any questions with respect to the foregoing, please contact the undersigned
at (212) 326-0846.

    Very truly yours,

    /s/ Eric M. Hellige

    Eric M. Hellige

    cc:
    Justin Stiefel

    Heritage Distilling Holding Company, Inc.

CORRESP
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November 7, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-1004

    Re:
    Heritage Distilling Holding Company, Inc.

    Registration Statement on Form S-1, as amended

    File No. 333-279382

Ladies and Gentlemen:

As the representative of the
underwriters of the proposed offering of Heritage Distilling Holding Company, Inc. (the “Company”),
we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness for
4:30 p.m., Eastern Time, on Tuesday, November 12, 2024, or as soon thereafter as is practicable.

Pursuant to Rule 460 of the
General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, we wish to
advise you that, through November 7, 2024, we distributed to each dealer, who is reasonably anticipated to be invited to participate in
the distribution of the security, as many copies, as well as “E-red” copies of the Preliminary Prospectus filed on October
25, 2024, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned advise that
they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    Newbridge Securities Corporation

    By:
    /s/ Chad Champion

    Name:
    Chad Champion

    Title:
    Head of Capital Markets & Investment Banking

CORRESP
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HERITAGE
DISTILING HOLDING COMPANY, INC.

9668 Bujacich Road

Gig Harbor, WA 98332

November 7, 2024

VIA EDGAR

Mr. Thomas Jones

Mr. Geoffrey Kruczek

Ms. Eiko Yaoita Pyles

Ms. Jean Yu

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Heritage Distilling Holding Company, Inc.

    Registration Statement on Form S-1

    File No. 333-279382

Ladies and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Heritage Distilling Holding Company,
Inc. (the “Company”) hereby requests that the above-captioned registration statement (the “Registration Statement”)
be declared effective at 4:30 p.m., Eastern Time, on Tuesday, November 12, 2024, or as soon thereafter as may be practicable.

We acknowledge that a declaration
by the Commission or the staff, acting pursuant to delegated authority, that the Registration Statement is effective does not foreclose
the Commission from taking any action with respect to the Registration Statement. We further acknowledge that such a declaration of effectiveness
does not relieve the Company from our full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement.
We understand that we may not assert staff comments to the Registration Statement or the declaration of effectiveness by the Commission
as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Should you have any questions
regarding this matter or need any additional information, please contact the Company’s legal counsel, Eric M. Hellige of Pryor Cashman
LLP, at (212) 326-0846.

    Very truly yours,

    /s/ Justin Stiefel

    Justin Stiefel

    Chief Executive Officer

 cc: Eric M. Hellige, Esq.

November 7, 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. 4 to Registration Statement on Form S-1
Filed October 25, 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 October 21, 2024 letter.
Amendment No. 4 to Registration Statement on Form S-1 filed October 25, 2024
Dilution, page 58
The issues below are related to the pre-closing adjustments discussed in the
introductory paragraph. We also noted some of these issues in your capitalization
disclosures. Please revise to address the issues below accordingly.
•Adjustment (vii) – Your subsequent event disclosure on page F-41 appears to
indicate that liability was initially recorded for the $250,000, which was
subsequently exchanged for Series A Preferred Stock as part of the $719,919 debt
cancellation recorded in Adjustment (viii). Revise to clarify this information as
your existing disclosure is confusing.
Adjustment (viii) – Your disclosure here appears to indicate that $410,667 of debt
that was outstanding as of June 30,2024, was subsequently cancelled as a result of •1.

November 7, 2024
Page 2
this transaction. Please tell us how you reflected this debt cancellation in your pro
forma net tangible book value calculation.
•Adjustments (ii) and (ix) – Revise to disclose information about the initial
issuance of the warrants, including the nature of the related transactions and
timing of the issuances.
Notes to Condensed Consolidated Financial Statements
Note 2. Summary of significant account policies
Investments/Investments in Flavored Bourbon LLC, page F-13
2.You stated in your response to prior comment 3 that the Company has not made the
irrevocable election to measure its investment in Flavored Bourbon at fair value.
However, you continue to state the following on page F-14 of your disclosure: “ The
Company irrevocably elected to measure the Investment in Flavored Bourbon LLC at
fair value using the OPM Backsolve Valuation Method only if there is an observable
transaction that triggers such revaluation. ” Please remove this sentence from your
disclosure as it appears to be confusing.
Note 16. Subsequent Events, page F-41
3.We note your response to prior comment 4. “FN16-Paragraph B” of Annex B of your
latest response letter appears to indicate that the transactions related to the aggregate
contribution of $299,667 made by the two separate investors were not reflected in the
pro forma information. However, your disclosure on page F-39 states that effective
July 31, 2024, these investors agreed to exchange their interests in the factoring
agreement for an aggregate of 32,963 shares of Series A Preferred Stock, 14,891
warrants to purchase shares of common stock at the lesser of $5.00 per share or the
IPO price, and 86,864 warrants at $6.00 per share. Please tell us what consideration
you gave to reflecting this transaction in your pro forma information.
            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.

CORRESP
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ERIC M. HELLIGE

Partner

Direct Tel: 212-326-0846

Fax: 212-326-0806

ehellige@pryorcashman.com

October 25, 2024

Via Edgar

Ms. Eiko Yaoita Pyles

Ms. Jean Yu

Mr. Thomas Jones

Mr. Geoffrey Kruczek

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Heritage Distilling Holding Company, Inc.

    Amendment No. 3 to Draft Registration Statement on Form S-1

    Filed October 3, 2024

    File No. 333-279382

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. 4 to Registration Statement on Form S-1 of the Company (“Amendment No. 4”), marked to indicate changes to Amendment
No. 3 to the Registration Statement on Form S-1 that was filed with the Securities and Exchange Commission (the “Commission”)
on October 3, 2024.

Amendment No. 4 reflects the responses of the Company
to comments received from the Staff of the Commission (the “Staff”) in a letter dated October 21, 2024 (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. 4. For your convenience, references in the responses to page numbers are
to the marked version of Amendment No. 4 and to the prospectus included therein.

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

Amendment No. 3 to Registration Statement on Form S-1 filed October
3, 2024

Dilution; page 58

 1. Please provide us with your calculation for arriving at
the numbers disclosed in the dilution calculation table on page 59 similar to those you provided in Annex A of your correspondence letter
dated July 5, 2024.

 Response: As requested by the Staff, Annex A to this letter sets out
the Company’s calculations of its historical net tangible book value per share as of June 30, 2024 and the per share increases
and decreases in net tangible book value and pro forma net tangible book value attributable to the Pre-Closing Adjustments and Post Closing
Adjustments made in calculating the dilution in pro forma net tangible book value per share to new investors participating in this offering,
as illustrated in the table on page 59 of Amendment No. 4.

Securities and Exchange Commission

October 25, 2024

Page 2

Consolidated Financial Statements; page F-1

 2. Your revised disclosure on page 126 states that in the event of any voluntary or involuntary liquidation, dissolution or winding
up of the Company, the holders of shares of Series A Preferred Stock will be entitled to be paid out before any payments to the common
shareholders, an amount equal to the greater of (i) 110% of the sum of (a) the Stated Value, plus (b) the amount of the aggregate dividends
then accrued on such share of Series A Preferred Stock and not previously paid, or (ii) such amount per share as would have been payable
had all shares of Series A Preferred Stock been converted into common stock immediately prior to such liquidation, dissolution or winding
up. As this payment appears to be considerably in excess of the par value of the preferred shares disclosed on the face of your balance
sheet, please revise to disclose in the equity section of the balance sheets the aggregate amount of liquidation preference of these Preferred
Shares. Refer to ASC 505-10-50-4. Also, revise to disclose the terms of the liquidation preference in the notes to the financial statements.

 Response: As requested by the Staff, the Company has amended the description
of the Company’s preferred stock on its balance sheet at June 30, 2024 and December 31, 2024 on page F-2 of Amendment No. 4 to
disclose the aggregate amount of the liquidation preference of the Company’s outstanding preferred stock. In addition, the Company
has revised the description of its preferred stock in Footnote 9 to its unaudited interim condensed consolidated financial statements
for the six month periods ended June 30, 2024 and 2023 on page F- 31 of Amendment No. 4 to disclose the terms of the liquidation preference
of the Company’s outstanding preferred stock.

Notes to Condensed Consolidated Financial Statements

Note 2. Summary of significant account policies

Investments/Investments in Flavored Bourbon LLC; page F-13

 3. We note your response to prior comment 4. Please tell us how the OPM Backsolve Valuation Model you used to measure the fair value
of your investment in Flavored Bourbon LLC complies with the requirement in ASC 321-10-55-9 which states that the observable price of
a similar security should be adjusted for the different rights and obligations to determine the amount that should be recorded as an upward
or downward adjustment in the carrying value of the security measured in accordance with paragraph 321-10-35-2 to reflect the fair value
of the security as of the date that the observable transaction for the similar security took place. Also, please note that subsequent
to irrevocably electing to measure at fair value, the investment measured in accordance with paragraph 321-10-35-2 must continue to be
measured at fair value at each reporting period end date in accordance with ASC 321-10-35-1. Revise your disclosures accordingly.

    Response:
    In regard to the valuation for the Company’s investment in Flavored Bourbon, LLC (“Flavored Bourbon”), the Company engaged an independent valuation services company that used the OPM Backsolve Valuation Model to derive the fair value of the Company’s investment in Flavored Bourbon. In such valuation, it was determined that the Class E Units being offered by Flavored Bourbon  were similar enough to the Company’s investment in Class A Units of Flavored Bourbon (with differences including the Class A Units’ liquidation preference seniority and preferential voting rights related to sale or liquidation) to trigger a reassessment of the value of the Company’s investment in Flavored Bourbon, which was done using the Option Pricing Model Backsolve Valuation Method (“OPM Backsolve Valuation Method”). As reflected in the table below, the fair value of the Class A Units was derived by adjusting the observable price for the Class E Units for differences in rights and obligations consistent with ASC 321-10-55-9. The measurement of such adjustments was determined using the OPM Backsolve Valuation Model.

A comparison of the rights of the Class E Units and the Class
A Units showed:

    Class E Preferred (Reference)

    Class A Preferred (Subject)

    Rights and Obligations

    Dividends

    Same as Class A, no adjustment required

    Same as Class E, no adjustment required

    Voting

    Same as Class A, no adjustment required

    Same as Class E, no adjustment required

    Special Rights on Sale

    Reflected in OPM liquidation priority

    Class A has preemptive rights to block the sale of Flavored Bourbon if return thresholds are not met. The OPM liquidation preferences were adjusted for this right of the Class A Preferred.

    Distribution (right to receive)

    Same as Class A, no adjustment required

    Same as Class E, no adjustment required

    Distributions (Liquidation Preference)

    Reflected in the OPM

    Reflected in the OPM

As clarification, the Company has not made the irrevocable
election to measure its investment in Flavored Bourbon at fair value. As disclosed in Footnote 2 to the Company’s unaudited interim
condensed consolidated financial statements for the six month periods ended June 30, 2024 and 2023 on pages F- 13 and F-14 of Amendment
No. 4, the Company’s accounting policy states that the Company’s investment in Flavored Bourbon is “… adjusted
for observable price changes in orderly transactions for identical or similar investment of the same issuer pursuant to Accounting Standards
Codification (“ASC”) Topic 321 …” (ASC 321-10-35-2). The Company has not discontinued the use of the measurement
alternative (i.e.: ”If an entity identifies observable price changes in orderly transactions for the identical or a similar investment
of the same issuer, it shall measure the equity security at fair value as of the date that the observable transaction occurred.”)
in favor of a fair value model. The Company’s investment in Flavored Bourbon continues to qualify for measurement in accordance
with ASC 321-10-35-2. As a result, the Company believes that no change in its disclosure regarding the methodology of valuing its investment
in Flavored Bourbon is required.

Note 16. Subsequent Events; page F-40

 4. Your response does not appear to fully address the prior comment 6, as some of the subsequent events disclosed here do not appear
to be reflected in your pro forma financial information and vice versa (e.g., transactions related to the factoring agreements). Your
revised disclosures also do not appear to quantify the total number of shares issued subsequent to June 30, 2024 by type and class of
stock or equity instruments. Please revise accordingly.

    Response:
    In response to this comment, the Company has expanded Annex A to this letter to include details supporting the information included in the capitalization table on pages 55 and 56 of Amendment No. 4. In addition, in Annex B to this letter, the Company has set out the disclosures included in Footnote 16 (Subsequent Events) to its unaudited interim condensed consolidated financial statements for the six month periods ended June 30, 2024 and 2023 on pages F- 41 and F-42 of Amendment No. 4 and indicated by paragraph references the calculations in Annex A that support the calculations in the tables under the captions “Capitalization” and “Dilution” beginning on pages 55 and 58, respectively, of Amendment No. 4.

*    *
 *

    2

Securities and Exchange Commission

October 25, 2024

Page 3

As it is the goal of the Company to have the Registration
Statement on Form S-1 declared effective as soon as possible, the Company would greatly appreciate the Staff’s review of Amendment
No. 4 as promptly as practicable. If the Staff has any questions with respect to the foregoing, please contact the undersigned at (212)
326-0846.

    Very truly yours,

    /s/ Eric M. Hellige

    Eric M. Hellige

    cc:
    Justin Stiefel

    Heritage Distilling Holding Company, Inc.

    3

Annex A

    Capitalization
    Table reference (PF / PFAA)

    (i)

    (i)

    (iii)

    (iii)

    (iii)

    (iv)

    (ii)

    N/A

    (vii)

    (Vii)

    (v),
    (vi)

    (viii)

    (ix)

    (ix)

    PFAA
    (i)

    PFAA
    (ii)

    PFAA
    (iii)

    PFAA
    (ii)

    June 30, 2024 Footnote reference

    Footnote
    5

    Footnote
    5

    Footnote
    5

    Footnote
    5

    Footnote
    5

    Footnote
    7

    N/A

    Footnote
    9

    Footnote
    9

    Footnote 16 Reference

    FN16-H

    FN16-C.1

    FN16-C.2

    FN16-C.2

    FN16-E.1

    FN16-I.1

    FN16-I.1

    FN16-J.1

    FN16-C.4

    FN16-E.2

    FN16-J.2

    Dilution

    Other

    Contingent

Upon IPO

    Contingent

    Upon IPO

    Contingent

Upon IPO

    Contingent

Upon IPO

    Contingent

Upon IPO

    Contingent

Upon IPO

    Contingent

Upon IPO

    Contingent
    /

 Post IPO

    Contingent

Upon IPO

    Contingent

Upon IPO

    Dilution

    Net
    Tangible Book Value

    Historical
    June 30, 2024

    Pro
    Forma Activity

    Exchange
    of Certain Debt into Equity (2022 and 2023 Convertible Notes)

    Change in Fair
    Value of Whiskey Notes through date of Exchange

    Exchange
    of Certain Debt & Warrants (2023 Series Whiskey Notes)

    Warrants Reclassified
    to Equity as Exercise Price now Fixed at $6.00

    Certain Warrants
    Exchanged for Common Stock

    TTS Acquisition
    - Post acquisition Date IPO Share Price true-up

    Exercise
    of Prepaid Warrants

    New Preferred
    Stock Offering - Q3 2024

    Preferred Stock
    Issued to Purchase Whiskey

    Factoring Agreements
    Exchanged for Preferred Stock

    Preferred Stock
    Warrants Exchanged for Preferred Stock

    Conversion
    of Common Stock into Common Warrants

    (C)

    (See
    Note 1)

    Common Stock

    $31,419,590

    $19,097,710

    $14,730,085

    $884,182

     $-

     $-

    Preferred Stock

    $1,830,000

    $1,350,000

    $110,600

    $719,919

    $937,959

    $(937,959)

    Retained Earnings

    $(65,985,135)

    $(1,030,622)

    $(9,312,218)

    $8,580,978

     $-

    $(59,252)

    Shareholders Equity:

    $(32,735,545)

    $18,067,088

    $(9,312,218)

    $23,311,063

    $884,182

     $-

     $-

     $-

    $1,350,000

    $110,600

    $660,667

     $-

    Less: Deferred Offering Costs

    $(1,556,598)

    Less: Intangibles and Goodwill

    $(1,467,807)

    Less: Unamort. Debt Issue
    Costs

    $(238,994)

    (A) Net Tangible Book Value

    $(35,998,944)

    $18,067,088

    $(9,312,218)

    $23,311,063

    $884,182

     $-

     $-

     $-

    $1,350,000

    $110,600

    Shares

    Shares

    Prepaid Warrants

    Shares

    Shares

    Prepaid Warrants

    Shares

    Shares

    Shares

    Shares

    Prepaid Warrants

    Shares

    Shares

    Shares

    Shares

    Common Warrants

    December 31, 2024 Shares Outstanding
    - Pre .57 for 1 Split

    Pre- Split - common stock

    669,550

    5,810,830

    890,166

    4,208,960

    959,520

    Post- Split-calculated

    381,644

    3,312,173

    507,395

    2,399,107

    546,926

    Rounding

    (160)

    (25)

    (1)

    (17)

    1

    December 31 Shares Outstanding

    381,484

    3,312,148

    507,394

     -

    2,399,090

    546,927

     -

     -

    2024 Activity

    Q1 Activity Acquisition of
    TTS

    50,972

     -

    Rounding

    (14)

    Q1 Activity Exchange of Certian
    Warrants for Common Stock

    9,493

    250,632

    Q1 Activity Exercise of Prepaid
    Warrants

    -

    65,891

    (65,891)

    Q2 Exchange of Common Stock
    for Common Warrants

    (2,816,291)

    2,816,291

    IPO PPD Warrants

    IPO Shares

    (B) June 30, 2024 Common Stock
    Outstanding

    441,935

    3,312,148

    507,394

     -

    2,399,090

    546,927

     -

    250,632

     -

    65,891

    (65,891)

    -

     -

    (2,816,291)

    2,816,291

    June 30, 2024 Preferred Stock
    Outstanding

    183,000

    135,000

    11,060

    71,991

    93,789

    Calculations NOT INCLUDING
    Prepaid Warrants

    (A) / (B)[Common Stock]

    $(81.46)

    (D) - (C)

    $81.21

    (E) - (D)

    Calculations INCLUDING Prepaid
    Warrants

    (A) / (B) [Common Stock +
    Prepaid Warrants]

    $(81.46)

    (D1) - (C)

    $81.34

    (E) - (D1)

    Calculations including Common
    Warrants Only

    (A) / (B) [Common Stock +
    Common Warrants]

    $(81.46)

    (D1) - (C)

    $81.34

    (E) - (D1)

    Calculations including PPD
    Warrants & Common Warrants

    (A) / (B) [Common Stock +
    Prepaid Warrants + Common Warrants]

    $(81.46)

    (D1) - (C)

    $81.34

    (E) - (D1)

    Capitalization

    Cash

    $151,613

    $1,350,000

    $250,000

    Convertible
    Notes Payable, Current

    $18,067,088

    $(18,067,088)

    Notes
    payable, Current

    $14,783,425

    $(410,667)

    Convertible
    Notes payable, Long-term

    $13,978,467

    $9,312,218

    $(23,290,685)

    Notes
    payable, Long-term

    $389,875

    Warrant
    Liabilities, Long-term

    $904,560

    $(20,378)

    $(884,182)

    Stockholders’
    Deficit

    Preferred
    Stock - Par Value

    $18

    $14

    $1

    $7

    $9

    Common
    Stock - Par Value

    $7

October 21, 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. 3 to Registration Statement on Form S-1
Filed October 3, 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 September 12, 2024
letter.
Amendment No. 3 to Registration Statement on Form S-1filed October 3, 2024
Dilution, page 58
1.Please provide us with your calculation for arriving at the numbers disclosed in the
dilution calculation table on page 59 similar to those you provided in Annex A of your
correspondence letter dated July 5, 2024.
Consolidated Financial Statements, page F-1
Your revised disclosure on page 126 states that in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Company, the holders of
shares of Series A Preferred Stock will be entitled to be paid out before any payments
to the common shareholders, an amount equal to the greater of (i) 110% of the sum of 2.

October 21, 2024
Page 2
(a) the Stated Value, plus (b) the amount of the aggregate dividends then accrued on
such share of Series A Preferred Stock and not previously paid, or (ii) such amount
per share as would have been payable had all shares of Series A Preferred Stock been
converted into common stock immediately prior to such liquidation, dissolution or
winding up. As this payment appears to be considerably in excess of the par value of
the preferred shares disclosed on the face of your balance sheet, please revise to
disclose in the equity section of the balance sheets the aggregate amount of liquidation
preference of these Preferred Shares. Refer to ASC 505-10-50-4. Also, revise to
disclose the terms of the liquidation preference in the notes to the financial statements.
Notes to Condensed Consolidated Financial Statements
Note 2. Summary of significant account policies
Investments/Investments in Flavored Bourbon LLC, page F-13
3.We note your response to prior comment 4. Please tell us how the OPM Backsolve
Valuation Model you used to measure the fair value of your investment in Flavored
Bourbon LLC complies with the requirement in ASC 321-10-55-9 which states that
the observable price of a similar security should be adjusted for the different rights
and obligations to determine the amount that should be recorded as an upward or
downward adjustment in the carrying value of the security measured in accordance
with paragraph 321-10-35-2 to reflect the fair value of the security as of the date that
the observable transaction for the similar security took place. Also, please note that
subsequent to irrevocably electing to measure at fair value, the investment measured
in accordance with paragraph 321-10-35-2 must continue to be measured at fair value
at each reporting period end date in accordance with ASC 321-10-35-1. Revise your
disclosures accordingly.
Note 16. Subsequent Events, page F-40
4.Your response does not appear to fully address the prior comment 6, as some of the
subsequent events disclosed here do not appear to be reflected in your pro forma
financial information and vice versa (e.g., transactions related to the factoring
agreements). Your revised disclosures also do not appear to quantify the total number
of shares issued subsequent to June 30, 2024 by type and class of stock or equity
instruments. 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.

CORRESP
1
filename1.htm

ERIC M. HELLIGE

Partner

Direct Tel: 212-326-0846

Fax: 212-326-0806

ehellige@pryorcashman.com

October 3, 2024

Via Edgar

Ms. Eiko Yaoita Pyles

Ms. Jean Yu

Mr. Thomas Jones

Mr. Geoffrey Kruczek

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Heritage Distilling Holding Company, Inc.

    Amendment No. 2 to Draft Registration Statement on Form S-1

    Filed August 28, 2024

    File No. 333-279382

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. 3 to Registration Statement on Form S-1 of the Company (“Amendment No. 3”), marked to indicate changes to Amendment
No. 2 to the Registration Statement on Form S-1 that was filed with the Securities and Exchange Commission (the “Commission”)
on August 28, 2024.

Amendment No. 3 reflects the responses of the Company
to comments received from the Staff of the Commission (the “Staff”) in a letter dated September 12, 2024 (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. 3. For your convenience, references in the responses to page numbers are
to the marked version of Amendment No. 3 and to the prospectus included therein.

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

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.

 Response: As discussed with Mr. Thomas Jones of the Staff, while it is probable
that certain of the stockholders listed in the principal stockholder table on page 121 of Amendment No. 3 as owning more than 5% of the
outstanding shares of common stock will acquire Common Warrants in the concurrent private placement, the amounts to be sold to any particular
stockholder cannot be determined until the pricing of, and allocation of the shares in, the public offering of common stock. The Company
does not believe it is currently possible to determine for any particular stockholder the number of shares of common stock or Common Warrants
that will be available for purchase by such stockholder.

Securities and Exchange Commission

October 3, 2024

Page 2

However, as the Common Warrants to be
sold in the concurrent private placement will have a restriction upon exercise at any time the holder and such holder’s affiliates
would own more than 4.99% (or, at the election of the purchaser of Common Warrants, 9.99%) of the Company’s outstanding shares of
common stock immediately after exercise, the Company believes it is likely that any Common Warrants acquired by any such stockholder will
not be exercisable within 60 days of the date used for assembling that table and that any such acquisition of Common Warrants would not
change for any such stockholder the amounts of common stock reflected in such table as beneficially owned by such stockholder.

As is it probable that all or a portion
of the Common Warrants to be sold in the concurrent private placement will be sold to one or more of the persons who beneficially owns
more than 5% of the Company’s outstanding common stock or their affiliates, disclosure of such potential sales has been added under
the caption “Certain Relationships and Related Party Transactions – Related Party Transactions” on page 123 of Amendment
No. 3.

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.

 Response: As requested by the Staff, the Company has revised the disclosure on
page 125 of Amendment No. 3 to disclose that the holders of one-third of the outstanding shares of common stock constitute a quorum at
any meeting of stockholders of the Company.

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.

 Response: In response to this comment, the Company has revised Section 2.3 of
Exhibit 3.5 to provide that special meetings of stockholders may be called only by the Company’s board of directors, as disclosed
under the caption “Anti-Takeover Effects of Certain Provisions of Our Certificate of Incorporation and By-laws” on page 128
of Amendment No. 3.

Securities and Exchange Commission

October 3, 2024

Page 3

Notes to Condensed Consolidated Financial Statements

Note 2. Summary of significant account 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.

    Response:

    The Company has revised its disclosure in Note 2 to its Unaudited Interim
    Condensed Consolidated Financial Statements for the Six-Month Periods ended June 30, 2024 and 2023 on page F-14 of Amendment No. 3.

    As a result of the January 2024 capital call (which was the first
triggering event for the Company to perform a review of the fair value of its Investment in Flavored Bourbon, LLC since the prior transaction
in 2021), in accordance with the requirement to adjust for observable price changes for similar investments of the same issuer pursuant
to ASC 321 (321-10-55-8), the Company performed a qualitative assessment of its Investment in Flavored Bourbon, LLC.

In accordance with ASC 321-10-55-9, the Company determined
that the Class E Units being offered were similar enough to the Company’s investment in Class A Units (with the only differences
being the Class A Units’ liquidation preference seniority and preferential voting rights related to sale or liquidation) to trigger
a reassessment of the value of the Company’s Investment in Flavored Bourbon LLC’s Class A Units. Given that there is no observable
price available for the Class A Units, the fair value of the Company’s investment in the Class A Units was determined (in accordance
with ASC 321-10-35-2) using the Option Pricing Model Backsolve Valuation Method (“OPM Backsolve Valuation Method”) with the
Class E Units’ observable price being one of the key inputs.

The Company’s analysis determined the fair value of
its Investment in Flavored Bourbon, LLC should be adjusted to $14,285,000 as of June 30, 2024 from $10,864,000 recorded previously, with
the resulting increase in fair value of $3,421,000 recorded as gain on increase in value of Flavored Bourbon, LLC on the condensed consolidated
statement of operations for the six months ended June 30, 2024.

As further detail, the assumptions the Company used in calculating
the fair value as of June30, 2024 included: expected term of 5 years; expected volatility of 70%; expected dividends of $0; and, risk-free
interest rate of 4.08% (based on the 5-year T-Bill rate).

As disclosed in the significant accounting policies in Note
2 on page F-14 of Amendment No,3, the Company irrevocably elected to measure the Investment in Flavored Bourbon LLC at fair value using
the OPM Backsolve Valuation Method only if there is an observable transaction that triggers such revaluation. There has been no triggering
events since January 2024 to revalue the Company’s Investment in Flavored Bourbon LLC.

Securities and Exchange Commission

October 3, 2024

Page 4

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.

 Response: In response to this comment, the Company has made the appropriate
revisions to the cash flow statement in its Unaudited Interim Condensed Consolidated Financial Statements for the Six-Month Periods ended
June 30, 2024 and 2023 on page F-5 of Amendment No. 3 to reflect the sale of Series A Preferred Stock in consideration for barrels of
aged whiskey (rather than cash). The Company has also added a description of the restatement in a new Note 17 to its Unaudited Interim
Condensed Consolidated Financial Statements for the Six-Month Periods ended June 30, 2024 and 2023 commencing on page F-42 of Amendment
No. 3.

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.

 Response: In response to this comment, the Company has updated its disclosures
in Note 14 on pages F-38 and F-39 of Amendment No. 3 for activity subsequent to June 30, 2024 to more clearly indicate that the 11,328
shares of Series A Preferred Stock related to the May 2024 factoring agreement, the aggregate of 32,963 shares related to the two July1,
2024 factoring agreements (depicted on the table below between related and non-related parties), and the 27,700 shares related to the
July 2024 factoring agreement (which was exchanged subsequent to our Amendment No. 2 filing), which in the aggregate amounted to 71,991
shares of Series A Preferred Stock that were issued in satisfaction of the Company’s obligations under the four factoring agreements.
The Company has updated its disclosure in Note 16 on page F-41 to 44,291 shares from 44,292 shares previously disclosed.

As to the factoring agreement activity, for the information
of the Staff, the following is a summary of all of the factoring agreement activity, including the exchange for Series A Preferred Stock,
which is also reflected in the pro forma financial information included in Amendment No. 3:

    Details of Factoring Agreements

    As of

    Shares of

    6/30/2024

    Exchanged for
     Series A

    Factoring
    Subsequent to 6/30/24
    Series A
    Preferred

    Series A

     Liability
    Proceeds
    Fees
     Preferred Stock
     Stock
     Preferred $’s

    May 2024 Agreement (RP)
    $ 111,000

    $ 2,286
    $ (113,286 )
    11,328  (a)(b)
    $ 113,286

    July 1 Agreement (RP) (1)
    $ 166,667

    $ 16,666
    $ (183,333 )
    18,333  (a)(b)
    $ 183,333

    July 1 Agreement (1)
    $ 133,000

    $ 13,300
    $ (146,300 )
    14,630  (b)
    $ 146,300

    July Agreement

    $ 250,000
    $ 27,000
    $ (277,000 )
    27,700
    $ 277,000

    $ 410,667
    $ 250,000
    $ 59,252
    $ (719,919 )
    71,991
    $ 719,919

    (RP) = Related Party

    Note (1):
    Proceeds received (and
    recorded) as of June 30, 2024, pending execution of Factoring Agreement on July 1, 2024.

 Sum of (a) = 11,328 + 18,333 = 29,661

Sum of (b) = 11,328 + 18,333 + 14,630 = 44,291 (updated from 44,292
previously disclosed.)

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.

 Response: In response to this comment, the date of the report of Marcum
LLP as it relates to the Company’s reverse stock split contained in the consent of Marcum LLP included as Exhibit 23.1 in Amendment
No. 3 has been revised to July 5, 2024.

*        *
   *

Securities and Exchange Commission

October 3, 2024

Page 5

As it is the goal of the Company to have the Registration
Statement on Form S-1 declared effective as soon as possible, the Company would greatly appreciate the Staff’s review of Amendment
No. 3 as promptly as practicable. If the Staff has any questions with respect to the foregoing, please contact the undersigned at (212)
326-0846.

    Very truly yours,

    /s/ Eric M. Hellige

    Eric M. Hellige

    cc:
    Justin Stiefel

    Heritage Distilling Holding Company, Inc.

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.

CORRESP
1
filename1.htm

Fax: 212-326-0806

ehellige@pryorcashman.com

August 28, 2024

Via Edgar

Ms. Eiko Yaoita Pyles

Ms. Jean Yu

Mr. Thomas Jones

Mr. Geoffrey Kruczek

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Heritage
                                            Distilling Holding Company, Inc.

    Amendment
                                            No. 1 to Draft Registration Statement on Form S-1

    Filed
                                            July 5, 2024

    File
                                            No. 333-279381

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. 2 to Registration Statement on Form S-1 of the Company (“Amendment No. 2”), marked to indicate changes to Amendment
No. 1 to the Registration Statement on Form S-1 that was filed with the Securities and Exchange Commission (the “Commission”)
on July 5, 2024.

Amendment No. 2 reflects the responses of the Company
to comments received from the Staff of the Commission (the “Staff”) in a letter dated July 25, 2024 (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. 2. For your convenience, references in the responses to page numbers are to the marked
version of Amendment No. 2 and to the prospectus included therein.

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

Amendment No. 1 to Draft Registration Statement on Form S-1 filed
July 5, 2024

Cover Page

 1. We note that you included a resale prospectus for shares to be sold by the selling stockholders.
Please revise to disclose the reasons you have included the resale prospectus when you disclose under the Explanatory Note caption that
“the Selling Stockholders have expressed an intent not to sell the shares of common stock to be sold pursuant to the Resale Prospectus
concurrently with the commencement of [y]our initial public offering of common stock.”

 Response: As requested by the Staff, the Company has added disclosure
to the cover page of the prospectus disclosing the reason for registering the shares to be sold by the resale prospectus, which is to
allow the Company to meet the minimum public float requirement of Nasdaq as part of the Company’s Nasdaq listing application.

Securities and Exchange Commission

August 28, 2024

Page 2

 2. Please ensure that the disclosure under the Explanatory Note caption that “the Selling Stockholders
have expressed an intent not to sell the shares of common stock to be sold pursuant to the Resale Prospectus concurrently with the commencement
of [y]our initial public offering of common stock" is consistent with the disclosure on the cover page of the Resale Prospectus that
"The Selling Stockholders have represented to us that they have no intention to offer or sell their shares less than 90 days following
the closing of [y]our initial public offering of common stock."

 Response: The Registration Statement has been revised in response to the Staff’s
comment by revising the Explanatory Note to the Registration Statement to remove the disclosure that the Selling Stockholders have expressed
their intention not to sell the shares of common stock to be sold pursuant to the Resale Prospectus concurrently with the commencement
of the Company’s initial public offering of common stock. In addition, the cover page of the Resale Prospectus in Amendment No.
2 was revised to remove the disclosure that the Selling Stockholders have expressed their intention not to sell shares of common to be
sold pursuant to the Resale Prospectus less than 90 days following the closing of the Company’s initial public offering of common
stock.

 3. Please clarify the reasons for the structure of the offerings disclosed in your filing. In particular,
discuss the purpose of offering warrants to purchase an aggregate of up to 500,000 shares of your common stock at an exercise price of
$0.01 per share in a concurrent private placement.

 Response: As requested by the Staff, the Company has added disclosure to the
cover page of the prospectus disclosing the reason for the concurrent offering of the Common Warrants, which are being offered to certain
existing security holders of the Company who have expressed an interest in acquiring a number of shares of common stock in the initial
public offering in excess of the number of shares that would be permissible under the initial public offering purchaser concentration
rules of Nasdaq.

Capitalization, page 53

 4. We note your capitalization table includes "inventory" which is not part of your capital
structure. Please remove this line item from your table.

 Response: As requested by the Staff, the Registration Statement has been revised
by revising the capitalization table on page 55 of Amendment No. 2 as requested to remove the “inventory” line item.

Notes to Condensed Consolidated Financial Statements

Note 2. Summary of significant accounting policies

Investments/Investments in Flavored Bourbon LLC, page F-13

 5. We note that you recorded a gain of $3,421,000 related to the increase in fair value of your investment
in Flavored Bourbon LLC reflecting the observable price change as a result of the January 2024 capital call. However, your disclosure
here indicates that the capital call was conducted to raise capital at the same valuation as the last raise, which appears to suggest
that the fair value of the Company’s investment did not change as a result of this transaction. In this regard, please explain to
us how you calculated the gain and include in your disclosure the methods and key assumptions you used to determine the fair value of
your investment in Flavored Bourbon LLC.

 Response: As requested by the Staff, the Company has updated and expanded the
disclosure in Note 2 to the financial statements for the six-month period ended June 30, 2024 on page F-14 of Amendment No. 2 to include
a reference to:

 1) The prior capital call being
in 2021;

    2

Securities and Exchange Commission

August 28, 2024

Page 3

 2) The January 2024 capital call being the first triggering event to perform a review of the fair
value of the Company’s investment in Flavored Bourbon, LLC since the prior capital call transaction in 2021; and

 3) Provide the following details
of the methodology used in the valuation:

“We used the Option Pricing Method Backsolve Valuation Method
(“OPM Backsolve”) analysis to estimate the value of our Class A Unit investment in Flavored Bourbon, LLC. OPM Backsolve analysis
derives the implied equity value for one type of equity security from a contemporaneous transaction involving another type of security.
The recent transaction involving Class E Units was utilized as the reference transaction in the OPM Backsolve analysis to derive a value
of our Class A Units. The OPM Backsolve analysis applies the Black-Scholes-Merton option pricing model, which is impacted by the following
assumptions:

 a. Expected Term. The probability weighted expected term incorporates our assumptions about the
time necessary for the business to develop and position itself for a potential liquidity event.

 b. Expected Volatility. As Flavored Bourbon, LLC shares are privately held, the volatility used
is based on a benchmark of comparable companies within the distilled spirits industry.

 c. Expected Dividend Yield. The dividend rate used is zero as Flavored Bourbon, LLC has never paid
any cash dividends, and we do not anticipate any in the foreseeable future.

 d. Risk-Free Interest Rate. The interest rates used are based on the implied yield available on
U.S. Treasury zero-coupon issues with an equivalent remaining term equal to the expected term.

Note 16. Subsequent Events, page F-36

 6. Your response to prior comment 6 states that the holders of the Whiskey Special Ops 2023 Notes and
related warrants will receive common stock or pre-paid warrants in lieu of common stock that can be exercised after the closing of this
offering, and that the warrants originally issued in connection with the issuance of the Whiskey Special Ops 2023 Notes were relinquished
and canceled as part of the negotiated exchange of the Notes for common stock. However, your disclosures continue to state that the Notes
and warrants were exchanged for 2,399,090 shares of common stock and 546,927 prepaid warrants, and the table in Annex A – page 2
of your response letter appears to indicate that the newly issued warrants will be outstanding after the completion of this offering.
Please clarify whether you plan to issue pre-paid warrants and expects them to be outstanding after the completion of this offering. If
so, revise to disclose the terms of the new warrants and tell us your basis for classifying them in equity.

 Response: As requested by the Staff, the Registration Statement has been revised
by adding to footnote 5 to the Company’s financial statements for the six-month period ended June 30, 2024, commencing on page F-21
of Amendment No. 2, additional disclosure under the caption “Convertible Notes – Exchange of Whiskey Notes.” The additional
disclosure clarifies that the completion of this offering is a condition precedent to the unconditional exchange of the Whiskey Notes
and related (original issue) warrants into newly-issued common stock and prepaid warrants that will remain outstanding subsequent to this
offering (as it was the condition for their unconditional issuance as equity.) The Company further clarified the terms of the then-to-be-issued
prepaid warrants by including the following:

“Such prepaid warrants will be
eligible for exercise without the payment of additional consideration at any time that the respective holder beneficially owns a number
of shares of common stock that is less than 4.99% of the Company’s outstanding shares of common stock for a number of shares that
would cause the holder to beneficially own 4.99% of the Company’s outstanding shares of common, and will have no expiration date.”

    3

Securities and Exchange Commission

August 28, 2024

Page 4

Exhibits

 7. Please file as an exhibit the June 2024 agreement to complete a loan modification mentioned in the
first full paragraph on page 79 and the private placement transaction mentioned on page 128.

 Response: As requested by the Staff, the Company will file with its next amendment
to the Registration Statement as Exhibit 10.9 to the Registration Statement the amendment to the Company’s loan agreement with Silverview
Credit Partners L.P. mentioned on page 79 of Amendment No. 2 . Such amendment has been substantially negotiated by the parties but has
not yet been executed as certain conditions precedent to such execution have not yet been satisfied.

As requested by the Staff, the Company has filed as Exhibit 10.11 to
the Registration Statement the form of subscription agreement for the acquisition of the Common Warrants mentioned on page 129 of Amendment
No. 2.

 8. Please revise the disclosure in the Selling Stockholders section on page Alt-4 to include a materially
complete discussion of how the selling stockholders acquired the securities that you are registering for resale on their behalf.

 Response: As requested by the Staff, the Company has revised the Selling
Stockholder section on page Alt-4 of Amendment No. 2 to include a materially complete discussion of how the Selling Stockholders acquired
the shares of common stock that they are offering pursuant to the Resale Prospectus.

 9. We note your disclosure on page Alt-7 that your selling stockholders may use purchases by a broker-dealer
as principal to sell its securities. Please confirm your understanding that purchases by a broker-dealer as principal and resales by the
broker-dealer for its account would constitute a material change requiring a post-effective amendment. Refer to your undertaking provided
pursuant to Item 512(a)(1)(iii) of Regulation S-K.

 Response: As requested by the Staff, the Company hereby confirms its
understanding that purchases by a broker-dealer as principal and resales by the broker-dealer for its account would constitute a material
change requiring a post-effective amendment to the Registration Statement. Additional disclosure to that effect has been added
to the Registration Statement on page Alt-6 of Amendment No. 2.

 10. Please tell us, with a view to disclosure, why the Plan of Distribution section on pages Alt-7 and
Alt-8 does not include disclosure that the selling stockholders have represented that they have no intention to offer or sell their shares
less than 90 days following the closing of your initial public offering of common stock mentioned on the cover page of the Resale Prospectus.

 Response: The statements made on the cover of the Resale Prospectus regarding
the intentions of the selling stockholders for selling their shares of common stock were not correct and all disclosures regarding the
timing or intended timing of sales by the selling stockholders in the IPO Prospectus and the Resale Prospectus have been removed from
each prospectus.

 11. You disclose on page Alt-7 an intent to list on NYSE American, contrary to the disclosure on the
IPO cover page. Please reconcile.

 Response: As requested by the Staff, the Company has reconciled the disclosure
on page Alt-6 of Amendment No. 2 by correcting its inadvertent reference to the NYSE American exchange to reference instead the Nasdaq
Capital Market as disclosed on the cover page of the Resale Prospectus.

    4

Securities and Exchange Commission

August 28, 2024

Page 5

 12. You disclose that the purchasers in the concurrent "private placement" of warrants you
intend to conduct will be "certain purchasers of shares of our common stock in this offering." Please provide your analysis
of how conducting these offerings simultaneously will be consistent with Section 5 of the Securities Act.

 Response:
                              The Company respectfully advises the Staff that it expects that the offer and sale of the Common Warrants will be made pursuant to a private placement conducted under Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder. The Company believes that its position that the offer of such Common Warrants is subject to the exemption from registration provided by Section 4(a)(2) of the Securities Act falls within the authority established in the no-action letter to Black Box Incorporated (June 26, 1990) (“Black Box”) and Squadron, Ellenoff, Pleasant & Lehrer (February 22, 1992) (“Squadron Ellenoff”) and is further supported by the guidance set forth by the SEC Division of Corporate Finance in Release 33-8828 (the “Release”). In Black Box, the Commission established its view that, for policy reasons, offers and sales of securities to a limited number of purchasers in a transaction subsequent to the filing of a registration statement covering a proposed public offering are permissible if such transactions would be viewed as a valid private placement if viewed separately. In Squadron Ellenoff, the Commission further confirmed its position with respect to the permissibility of a simultaneous registered offering and unregistered offering to a limited number of qualified institutional buyers and institutional accredited investors. More recently, the Commission commented in the Release that “while there are many situations, in which the filing of a registration statement could serve as a general solicitation or general advertising for a concurrent private offering, the filing of a registration statement does not, per se

July 25, 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. 1 to Registration Statement on Form S-1
Filed July 5, 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 June 5, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed July 5, 2024
Cover Page
1.We note that you included a resale prospectus for shares to be sold by the selling
stockholders.  Please revise to disclose the reasons you have included the resale
prospectus when you disclose under the Explanatory Note caption that “the Selling
Stockholders have expressed an intent not to sell the shares of common stock to be sold
pursuant to the Resale Prospectus concurrently with the commencement of [y]our initial
public offering of common stock."

Please ensure that the disclosure under the Explanatory Note caption that “the Selling
Stockholders have expressed an intent not to sell the shares of common stock to be sold
pursuant to the Resale Prospectus concurrently with the commencement of [y]our initial 2.

July 25, 2024
Page 2
public offering of common stock" is consistent with the disclosure on the cover page of
the Resale Prospectus that "The Selling Stockholders have represented to us that they
have no intention to offer or sell their shares less than 90 days following the closing of
[y]our initial public offering of common stock."

3.Please clarify the reasons for the structure of the offerings disclosed in your filing.  In
particular, discuss the purpose of offering warrants to purchase an aggregate of up to
500,000 shares of your common stock at an exercise price of $0.01 per share in a
concurrent private placement.

Capitalization, page 53
4.We note your capitalization table includes "inventory" which is not part of your capital
structure. Please remove this line item from your table.
Notes to Condensed Consolidated Financial Statements
Note 2. Summary of significant accounting policies
Investments/Investment in Flavored Bourbon LLC, page F-13
5.We note that you recorded a gain of $3,421,000 related to the increase in fair value of
your investment in Flavored Bourbon LLC reflecting the observable price change as a
result of the January 2024 capital call. However, your disclosure here indicates that the
capital call was conducted to raise capital at the same valuation as the last raise, which
appears to suggest that the fair value of the Company’s investment did not change as a
result of this transaction. In this regard, please explain to us how you calculated the
gain and include in your disclosure the methods and key assumptions you used to
determine the fair value of your investment in Flavored Bourbon LLC.

Note 16. Subsequent Events, page F-36
6.Your response to prior comment 6 states that the holders of the Whiskey Special Ops
2023 Notes and related warrants will receive common stock or pre-paid warrants in lieu of
common stock that can be exercised after the closing of this offering, and that the
warrants originally issued in connection with the issuance of the Whiskey Special Ops
2023 Notes were relinquished and canceled as part of the negotiated exchange of the
Notes for common stock. However, your disclosures continue to state that the Notes and
warrants were exchanged for 2,399,090 shares of common stock and 546,927 prepaid
warrants, and the table in Annex A – page 2 of your response letter appears to indicate
that the newly issued warrants will be outstanding after the completion of this offering.
Please clarify whether you plan to issue pre-paid warrants and expects them to be
outstanding after the completion of this offering. If so, revise to disclose the terms of the
new warrants and tell us your basis for classifying them in equity.
Exhibits
7.Please file as an exhibit the June 2024 agreement to complete a loan modification
mentioned in the first full paragraph on page 79 and the private placement transaction
mentioned on page 128.

July 25, 2024
Page 3
General
8.Please revise the disclosure in the Selling Stockholders section on page Alt-4 to include a
materially complete discussion of how the selling stockholders acquired the securities that
you are registering for resale on their behalf.
9.We note your disclosure on page Alt-7 that your selling stockholders may use purchases
by a broker-dealer as principal to sell its securities.  Please confirm your understanding
that purchases by a broker-dealer as principal and resales by the broker-dealer for its
account would constitute a material change requiring a post-effective amendment. Refer
to your undertaking provided pursuant to Item 512(a)(1)(iii) of Regulation S-K.

10.Please tell us, with a view to disclosure, why the Plan of Distribution section on pages
Alt-7 and Alt-8 does not include disclosure that the selling stockholders have represented
that they have no intention to offer or sell their shares less than 90 days following the
closing of your initial public offering of common stock mentioned on the cover page of
the Resale Prospectus.

11.You disclose on page Alt-7 an intent to list on NYSE American, contrary to the disclosure
on the IPO cover page.  Please reconcile.
12.You disclose that the purchasers in the concurrent "private placement" of warrants you
intend to conduct will be "certain purchasers of shares of our common stock in this
offering."  Please provide your analysis of how conducting these offerings
simultaneously will be consistent with Section 5 of the Securities Act.
13.We note your statement that the Selling Stockholders will participate in a potential resale.
Please revise to state, if true, that the Selling Stockholders will sell shares only once such
shares are listed on the Nasdaq or other market and that the Selling Stockholders will sell
shares only once the primary offering has closed. Make consistent revisions in the
alternate pages. In this regard, you should revise to leave room to provide the market price
of the securities as of the latest practicable date, once available and when you utilize a
separate prospectus for the resale transaction.
14.Please disclose the supermajority vote requirements of Articles VI.F and XI in Exhibit 3.4
and the related risks to investors.
            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

July 25, 2024
Page 4
cc:M. Ali Panjwani, Esq.

CORRESP
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filename1.htm

ERIC
M. HELLIGE

Partner

Direct
Tel: 212-326-0846

Fax:
212-326-0806

ehellige@pryorcashman.com

July
5, 2024

Via
Edgar

Ms. Eiko
Yaoita Pyles

Ms. Jean
Yu

Mr. Thomas
Jones

Mr. Geoffrey
Kruczek

Securities
and Exchange Commission

Division
of Corporate Finance

100 F Street,
N.E.

Washington,
D.C. 20549

    Re:
    Heritage Distilling Holding Company, Inc.

    Amendment No. 1 to Registration Statement on Form
    S-1

    File No. 333-279382

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 May 13, 2024.

Amendment
No. 1 reflects the responses of the Company to comments received from the Staff of the Commission (the “Staff”) in a letter
dated June 5, 2024 (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.

Securities and Exchange Commission

July 5, 2024

Page 2

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

Registration
Statement on Form S-1

Capitalization,
page 52

 1. Please
                                            address the following comments:

 ● Please
                                            revise your disclosures in the 2nd bullet point of the introductory paragraph to include
                                            a discussion of transactions that are reflected in the Cash balance on a pro forma basis,
                                            including the amount of proceeds you received in each transaction. Please also revise your
                                            dilution disclosures to include similar information.

 Response: As requested by the Staff, the second bullet point of the introductory
paragraph under the caption “Capitalization” on page 53 of Amendment No. 1 and the third paragraph under the caption “Dilution”
on page 56 of Amendment No. 1 have been revised to discuss, among other matters, the two transactions that affected the cash balance in
the capitalization table on a pro forma basis (the sale of additional convertible notes and sale of Series A Preferred Stock), including
the amount of proceeds the Company received in each such transaction. In addition, the Company has included a footnote to the capitalization
table further discussing such pro forma cash adjustments.

The Company has similarly revised the third bullet point of the introductory
paragraph under the caption “Capitalization” to reflect the estimated amount of net proceeds to be received by the Company
from this offering and its concurrent private placement of the Common Warrants that affected the cash balance in the table on a pro forma
as adjusted basis.

 ● We
                                            note that your discussions of items not reflected in the capitalization table on page 53-54
                                            appear to include outstanding warrants that are not disclosed in your historical financial
                                            statements for the fiscal year ended December 31, 2023. Please revise to disclose all the
                                            outstanding warrants including the material terms of your agreements. Also disclose how you
                                            accounted for these warrants and your basis for the accounting treatment.

 Response: With respect to the outstanding warrants that appear in the list of items
not included in the Capitalization table, we have confirmed that such warrants are disclosed in the Company’s historical financial
statements for the fiscal year ended December 31, 2023 (see Note 5 - Convertible Notes (Page F-55); Note 7 - Warrant Liabilities (Page
F-59); Note 8 - Fair Value Measurement (Page F-61); Note 9 - Stockholders’ Equity (Page - F-63); Note 16 - Subsequent Events (Page F-71
of Amendment No. 1)) or for the quarter ended March 31, 2024 (see Note 5 - Convertible Notes (Page F-18); Note 7 - Warrant Liabilities
(Page F-23); Note 8 - Fair Value Measurement (Page F-25); Note 9 - Stockholders’ Equity (Page - F-28); Note 16 - Subsequent Events (Page
F-36) of Amendment No. 1). As requested by the Staff, such discussions include the material terms of such warrants and how they were accounted
for by the Company and the basis for such accounting.

 With respect to the three tranches of warrants to be issued
upon consummation of the offering, such warrants will expire on the 24, 42 and 60 month anniversaries of the closing of the offering.
Pursuant to GAAP relating to the conditions for recognition of liabilities under ASC-480 or ASC-815, upon issuance, the Company will be
accounting for these warrants as equity instruments, with both the related debit and credit entries being booked to (and offsetting within)
the respective paid in capital account, reflecting net zero impact to pro forma as adjusted paid in capital, stockholders equity, and
capitalization. As these warrants will not be issued and effective until the closing of this offering and there will be a net zero impact
to the pro forma as adjusted column of the Capitalization table from the issuance of these warrants, the Company believes there is no
accounting treatment for these warrants to be reflected in the Capitalization table at this time.

Securities and Exchange Commission

July 5, 2024

Page 3

 2. We
                                            note your response to prior comment 2. Please address the following comments related to the
                                            calculation you provided in Annex A of your response letter dated May 13, 2024.

 ● Tell
                                            us how you arrived at $(20,176,160) and $26,797,284 adjustments in the “Increase in
                                            Debt attributable to increased Fair Value and Exchange related costs” column and “(Exchange
                                            of Certain Debt)” column, respectively. In your
                                            response, also state whether this amount includes any transactions that occurred prior to
                                            December 31, 2023.

 Response: For
                                            the benefit of the Staff, we have annexed to this letter as Annex A a revised table of the
                                            Company’s calculations of (i) the per share increase in pro forma net tangible book
                                            value attributable to the conversion of convertible notes and proceeds from additional Whiskey
                                            Notes subsequent to September 30, 2023 through November 30, 2023, and (ii) the per share
                                            increase in pro forma net tangible book value per share attributable to new investors participating
                                            in this offering.

The changes in Fair Value in revised Annex A are based on valuation
reports provided to the Company by its external valuation consulting firm (see the description of the valuation methodologies for these
instruments on pages 83-84 of Amendment No. 1). The Company’s convertible promissory notes are recognized initially and subsequently
at Fair Value, inclusive of their respective accrued interest at their stated interest rates, which are included in convertible notes
on the Company’s consolidated balance sheets. The changes in the Fair Value of the convertible notes are recorded as “changes
in fair value of convertible notes” as a component of other income (expenses) in the consolidated statements of operations. The
changes in Fair Value related to the accrued interest components are also included within the single line of change in Fair Value of convertible
notes on the consolidated statements of operations.

In
revised Annex A, the Company began with the starting point of Convertible Notes (starting with the prior time period’s Fair Value),
increased / (decreased) by the change in Fair Value between quarterly reporting periods. An increase / (decrease) in the Change in Fair
Value results in a (loss) /gain on the income statement for the respective quarter.

In
the move to pro forma (moving the debt from liability to equity), the Company recorded the then Fair Value reclassification of the debt
to equity. At that point, the Fair Value of the debt is reclassified on the balance sheet from debt to stockholder’s equity.

 The Company has updated Annex A with the values from the most recent reporting
periods and added the extra steps in the process of reclassifying the debt to equity. To assist in the Staff’s review of the relevant
values on Annex A, the revised Annex A has been updated to respond to this comment by BOLDING and italicizing specific dollar
values to address the comment.

The BOLDED and italicized dollar values under
the column headings “Exchange of Certain Debt into Equity (2022 and 2023 Convertible Notes)” - totaling $20,008,458 - and
“Exchange of Certain Debt (2023 Series Whiskey Notes)” - totaling $23,322,064 - show the increases in equity related to the
reclassification of the respective convertible note liabilities and related warrant liabilities into equity. A portion of the value is
credited to retained earnings to reflect the anticipated gain in Fair Value during the period subsequent to March 31 through the date
of this offering. The gain in Fair Value is the result of the aforementioned valuation work performed by the Company’s outside valuation
experts taking into account the several factors described in Amendment No. 1 (see page reference above).

Securities and Exchange Commission

July 5, 2024

Page 4The $19,097,710 and $14,730,085 attributed to common stock
is calculated by dividing the number of shares of common stock and prepaid warrants at the bottom of the column (on a post .57-for-1 split
basis) into the respective dollar value of the notes and warrant liabilities at the top of the column, assuming $5.00 per share, which
is the midpoint of the price range of the common stock set forth on the cover page of the prospectus. Inversely, the number shares of
common stock can be derived by dividing the total dollar value of the respective categories by the assumed $5.00 per share value in this
offering.

 Please note the $20,008,458 is on the Company’s balance sheet as
of March 31, 2024, while the $23,311,064 reduced by ($1,091,080) in the column to the left combines to yield the $22,19,984 reflected
on the Company’s March 31, 2024 balance sheet as the Fair Value of the Convertible Whiskey Notes and their related warrant liability.
The ($1,091,080) identified between the two sets of exchanges is the interim Fair Value adjustment applied to the Whiskey Notes through
the date on which they were exchanged for common stock and pre-paid warrants in April 2024, subsequent to the March 31, 2024 reporting
period close.

Please also note the $8,580,979 in retained earnings under
the “Exchange of Certain Debt (2023 Series Whiskey Notes)” column header is the anticipated amount the Company expects to
reflect as income in the fiscal quarter ending June 30, 2024 upon completion of this offering as those notes were exchanged for common
stock and prepaid warrants in the second quarter.

As to the final request of the Staff in this comment, the values
identified under the column heading of “Exchange of Certain Debt into Equity (2022 and 2023 Convertible Notes)” reflect the
transactions of the notes exchanged for common stock and pre-paid warrants in November 2023, prior to December 31, 2023.

Please
note that the share and per share values in revised Annex A take into account the impact of the Company’s 0.57-for-one reverse
stock split that was effected by the Company on May 14, 2024.

 ● We
                                            note that the “offering proceeds/net proceeds” column reflects the payment of
                                            the debt of 2,375,000, but the post offering pro forma net tangible book value does not appear
                                            to reflect the reduction of liabilities for that amount. Please revise accordingly.

    Response:

    The Company would like to alert the Staff that the purpose of Annex A is
not to show the movement of liabilities as they relate to cash on the balance sheet; it is a schedule designed to reconcile stockholders’
equity with net tangible book value in calculating dilution and dilution per share. The repayment of debt does not impact net tangible
book value because it reduces both cash (asset) and debt (liability) equally, thereby being neutral to net tangible book value.

    As a result, the payment of the $2,375,000 in debt does not appear on this
Annex. To see how the $2,375,000 debt payment impacts cash and liabilities, please see the line titled “Notes Payable, Current”
in the table under the caption “Capitalization” on pages 53-54 of Amendment No.1, which reflects the $2,375,000 reduction
in the amount of debt from $14,348,414 to $11,973,414. In addition, the pro form as adjusted column in this table shows the corresponding
decrease in the cash balance resulting from the use of cash to pay down the debt. This is further documented in footnote 1 to the Capitalization
table, which was added in response to the Staff’s comment on this matter.

Securities and Exchange Commission

July 5, 2024

Page 5

 ● Tell
                                            us how you arrived at 3,873,877 and 2,805,962 outstanding shares in the “Exchange of
                                            Certain Debt into Equity” column and “(Exchange of Certain Debt)” column,
                                            respectively. In this regard, show us how these number of shares tie in with your disclosures
                                            in your historical financial statements for the fiscal year ended December 31, 2023 (e.g.,
                                            page F-19 and F-20).

    Response:

    The 3,873,877 and 2,805,962 outstanding shares of common stock in the previous
Annex A were based upon an assumed pro forma 2-for-3 reverse stock split, which was the assumed ratio of the planned reverse stock split
of the common stock at the time of the May 13, 2024 filing of the Company’s registration statement. Subsequent to May 13, 2024,
the Company effectuated its actual .57-for-1 reverse stock split, as disclosed in Amendment No. 1. In the current Annex A and in Amendment
No. 1, the number of shares on the line titled “Pre-Split – common stock” is the number of shares given to note holders
in exchange for the relinquishment of their convertible notes. The numbers of shares referenced in the comment letter (3,873,877 and 2,805,962)
are now actually 3,312,148 and 2,399,090, as shown on the updated Annex A on the line titled December 31 Shares Outstanding. Please note
that the common stock and prepaid warrant numbers have been rounded down, taking into account fractional shares held by some stockholders
after the .57-for-1 reverse stock split.

    Under the column titled “Exchange of Certain Debt into Equity (2022
and 2023 Convertible Notes) in revised Annex A, the $19,097,710 is divided by 

United States securities and exchange commission logo
June 5, 2024
Justin Stiefel
Chief Executive Officer
Heritage Distilling Holding Company, Inc.
9668 Bujacich Road
Gig Harbor, Washington 98332
Re:Heritage Distilling Holding Company, Inc.
Registration Statement on Form S-1
Filed May 13, 2024
File No. 333-279382
Dear Justin Stiefel:
            We have reviewed your 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.
Registration Statement on Form S-1
Capitalization, page 52
1.Please address the following comments:
•Please revise your disclosures in the 2 nd bullet point of the introductory paragraph to
include a discussion of transactions that are reflected in the Cash balance on a pro
forma basis, including the amount of proceeds you received in each transaction.
Please also revise your dilution disclosures to include similar information.
•We note that your discussions of items not reflected in the capitalization table on
page 53-54 appear to include outstanding warrants that are not disclosed in your
historical financial statements for the fiscal year ended December 31, 2023. Please
revise to disclose all the outstanding warrants including the material terms of your
agreements. Also disclose how you accounted for these warrants and your basis for
the accounting treatment.

 FirstName LastNameJustin Stiefel
 Comapany NameHeritage Distilling Holding Company, Inc.
 June 5, 2024 Page 2
 FirstName LastName
Justin Stiefel
Heritage Distilling Holding Company, Inc.
June 5, 2024
Page 2
Dilution, page 55
2.We note your response to prior comment 2. Please address the following comments
related to the calculation you provided in Annex A of your response letter dated May 13,
2024.
•Tell us how you arrived at $(20,176,160) and $26,797,284 adjustments in the
“Increase in Debt attributable to increased Fair Value and Exchange related costs“
column and “(Exchange of Certain Debt)” column, respectively. In your response,
also state whether this amount includes any transactions that occurred prior to
December 31, 2023.
•We note that the “offering proceeds/net proceeds” column reflects the payment of the
debt of 2,375,000, but the post offering pro forma net tangible book value does not
appear to reflect the reduction of liabilities for that amount. Please revise accordingly.
•Tell us how you arrived at 3,873,877 and 2,805,962 outstanding shares in the
“Exchange of Certain Debt into Equity” column and “(Exchange of Certain Debt)”
column, respectively. In this regard, show us how these number of shares tie in with
your disclosures in your historical financial statements for the fiscal year ended
December 31, 2023 (e.g., page F-19 and F-20).
•Tell us how the per share amounts and the post offering total number of shares of
common stock outstanding in Annex A tie in with your dilution disclosure.
Managements Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 72
3.We note that you are currently out of compliance with various financial and other debt
covenants under the Silverview Loan agreement, and are in discussion with the lender to
obtain a waiver. Please revise your disclosure to explain how violations of these covenants
would impact the Company’s liquidity and capital resources if you are unable to obtain a
waiver from the lender.
4.Please revise to discuss the overdue and unpaid accounts payable mentioned on page 17
and the related impact on your liquidity.  For example, discuss the potential demand for
immediate payment of those amounts, how you would fund those payments and the
impact on funds available to you.  Also discuss whether, in light of your inability to pay
vendors on a timely basis, there is a risk that these and other vendors may demand
payment for services rendered up front and in full, rather than permitting you to pay on
credit.
Notes to Condensed Consolidated Financial Statements
Note 5. Convertible Notes, page F-18
5.We note your revised disclosures in response to prior comment 5. Your disclosures on
page F-18 and F-26 state that the 2022 and 2023 Convertible Notes were “effectively
exchanged” for shares of common stock and prepaid warrants, which doesn’t appear to be

 FirstName LastNameJustin Stiefel
 Comapany NameHeritage Distilling Holding Company, Inc.
 June 5, 2024 Page 3
 FirstName LastName
Justin Stiefel
Heritage Distilling Holding Company, Inc.
June 5, 2024
Page 3
consistent with your response. If the intention of your disclosure here is to say that the
noteholders agreed to such exchange, please clearly state as such and refrain from using
the term such as “effectively exchanged” in your disclosures. As we note similarly
confusing disclosures elsewhere, ensure the revisions are made to all disclosures
throughout the filing.
Note 16. Subsequent Events, page F-34
6.Please revise to disclose the terms of the new warrants which is expected to be issued with
shares of the Company’s common stock in exchange for Whiskey Special Ops 2023 Notes
and related warrants. Also tell us your basis for classifying the new warrants in equity.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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.

CORRESP
1
filename1.htm

ERIC M. HELLIGE

Partner

Direct Tel: 212-326-0846

Fax: 212-326-0806

ehellige@pryorcashman.com

May 13, 2024

Via Edgar

Ms. Eiko Yaoita Pyles

Ms. Jean Yu

Mr. Thomas Jones

Mr. Geoffrey Kruczek

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Heritage Distilling Holding Company, Inc.

Amendment No. 1 to Draft Registration Statement on Form
S-1

Submitted December 22, 2023

CIK No. 0001788230

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
Registration Statement on Form S-1 of the Company (the “Registration Statement”), marked to indicate changes from the Registration
Statement on Form S-1 that was submitted to the Securities and Exchange Commission (the “Commission”) on a confidential basis
on December 22, 2023.

Registration Statement reflects the responses of
the Company to comments received from the Staff of the Commission (the “Staff”) in a letter dated January 5, 2024 (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 the Registration Statement. For your convenience, references in the responses to page
numbers are to the marked version of the Registration Statement and to the prospectus included therein.

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

Amendment No. 1 to Draft Registration Statement on Form S-1 submitted
December 22, 2023

Capitalization, page 49

 1. Please address the following related to the capitalization
table.

 ● Double
underline the cash and cash equivalents amount to highlight that these amounts are not included in total capitalization.

 ● Include warrant liabilities in the capitalization table.

    1

Securities and Exchange Commission

May 13, 2024

Page 2

 ● Your disclosure on page 46 indicates that you intend to use the proceeds
from this offering in part for the repayment of debt. Ensure that this repayment of debt is reflected in the capitalization table with
appropriate footnote disclosure.

 Response: The Registration Statement has been revised in response to the Staff’s comment by revising the capitalization table on page
52 of the Registration Statement as requested to (i) double underscore the cash and cash equivalent amounts, (ii) include as a line item
the warrant liabilities at December 31, 2023, and (iii) in the pro forma as adjusted column, disclose the intended repayment of indebtedness
with a portion of the net proceeds of this offering.

Dilution, page 50

 2. Please provide us with your calculation for arriving at
the following:

 ● increase in pro forma net tangible book value attributable to the conversion
of convertible notes and proceeds from additional Whiskey Notes subsequent to September 30, 2023 through November 30, 2023 on a per share
basis of $58.75.

 ● increase in pro forma net tangible book value per share attributable to
new investors participating in this offering on a per share basis of $1.69.

 Response: As requested by the Staff, Annex A to this letter sets out the Company’s calculations of (i) the per share increase in pro forma
net tangible book value attributable to the conversion of convertible notes and proceeds from additional Whiskey Notes subsequent to September
30, 2023 through November 30, 2023, and (ii) the per share increase in pro forma net tangible book value per share attributable to new
investors participating in this offering.

Notes to Condensed Consolidated
Financial Statements, page F-7

 3. In the notes to the financial statements, please revise
to provide the following disclosures related to your investment in Flavor Bourbon LLC:

 ● Your ownership % in Flavor Bourbon LLC and whether you have a significant
influence over this company.

 ● Any development related to the notification of capital call for all owners
of Flavor Bourbon LLC, including your decision on whether you can and would participate in the capital call to maintain your current level
of ownership.

 Response: As requested by the Staff, the Company included disclosure in Notes
2 and 16 to the audited consolidated financial statements of the Company for the year ended December 31, 2023, on pages F-11 and F-36
of the Registration Statement, disclosing the Company’s current 11.2071% ownership interest in Flavored Bourbon LLC, the Company’s
limited influence over the operations of that company and that the Company chose not to participate in the most recent capital call of
that company in which $12 million was raised from current and new investors.

    2

Securities and Exchange Commission

May 13, 2024

Page 3

Not 15. Subsequent Events, page
F-28

 4. Your disclosure contain herein indicates in October 2023,
pursuant to the Subscription Exchange Agreement, the 2022 and 2023 convertible notes were converted into shares of common stock and prepaid
warrants to purchase common stock. We further note that the agreement includes a true up provision in the event the eventual IPO price
is higher or lower than the negotiated $7.50 per share. Please revise disclose the terms of the true up provision and the potential impact
it could have on Capitalization and Dilution disclosures on page 48 and 50, respectively.

 Response: In response to this comment, please be advised that as of April 10,
2024, and made effective as of October 31, 2023, the Company amended the terms of the October 2023 Subscription Exchange Agreements to
fix the exercise price of the prepaid warrants, which originally had a variable exercise price, at $6.00 per share, and to eliminate any
true up provisions for the amount of common stock to be received via the conversion of debt after the offering that was dependent on the
final per share price of the offering. As a result of such amendment, the true-up provisions of the 2022 Convertible Note package, including
the related warrants, have been eliminated, and the Company believes no additional disclosure is required in response to this comment.

 5. Additionally, please clarify for us whether the converted
notes were reclassified from convertible notes to equity as it is unclear from your footnote on page F-29. Based upon your disclosures,
it appears the 2022 and 2023 Convertible Notes were converted into additional shares of common stock and prepaid warrants; however, you
also indicate under the terms of the subscription exchange agreement the reclassification is dependent upon the effectiveness of the
company's IPO.

 Response: In response to this comment, please be advised that, as disclosed under the caption “Changes in Fair Value of Convertible Notes”
on page 63 of the Registration Statement, while the holders of the 2022 and 2023 Convertible Notes agreed between October 31, 2023 and
April 26, 2024 to exchange such convertible notes for common stock and, in certain cases, prepaid warrants, such exchange was conditional
upon the closing by the Company is its initial public offering of common stock prior to a specified date. As a result of such condition,
the aggregate fair value of such Convertible Notes continued, and will continue, to be classified as a liability until the remaining condition
to consummating the exchange is satisfied. As the remaining condition to the exchange will be satisfied upon the closing of this offering,
the fair value of such Convertible Notes will be reclassified from a liability to equity upon the closing of this offering. Such reclassification
is reflected in the pro forma capitalization table under the caption “Capitalization” on page 51 of the Registration Statement.

*       *       *

    3

Securities and Exchange Commission

May 13, 2024

Page 4

As it is the goal of the Company to have the Form
S-1 declared effective as soon as possible, the Company would greatly appreciate the Staff’s review of the registration Statement
as promptly as practicable. If the Staff has any questions with respect to the foregoing, please contact the undersigned at (212) 326-0846.

    Very truly yours,

    /s/ Eric M. Hellige

    Eric M. Hellige

    cc:

    Heritage Distilling Holding Company, Inc.

    4

ANNEX A

    Net Tangible Book Value

    Historical
    Change

    Pro Forma
    Change
    Pro Forma

    Exchange of Certain Debt into Equity
    Increase in Debt attributable to increased Fair Value and Exchange related costs
    (Exchange of Certain Debt)
    Conversion of Certain Warrant Liabilities into Equity
    Acquisition of TTS for Equity
    (Post Conversion of Certain Debt)
    (The Offering / Net Proceeds)
    (Post Offering)
    Net Proceeds

    (C)

    (D)

    (E)

    (A)
    Shareholders Equity:
    $ (43,422,456 )
    $ 36,283,891
    $ (20,176,160 )
    $ 26,797,284
    $ 794,868
    $ 670,686
    $ 948,113
    $ 9,200,000
    $ 10,148,113
    $ 9,200,000

    Less: Deferred Offering Costs
    $ (1,397,964 )

    $ (1,397,964 )
    $ (307,036 )
    $ (1,705,000 )
    $ (1,705,000 )

    Less:  Unamort. Debt Issue Costs
    $ (398,324 )

    $ (398,324 )

    $ (398,324 )

    Less: Use of Proceeds

    $ (2,375,000 )
    $ (2,375,000 )

    Net Tangible Book Value
    $ (45,218,744 )
    $ 36,283,891
    $ (20,176,160 )
    $ 26,797,284
    $ 794,868
    $ 670,686
    $ (848,175 )
    $ 6,517,964
    $ 5,669,789

    $ 7,495,000

    (B)
    December 31 Shares Outstanding
      446,291
      3,873,877

      2,805,962
      261,736
      134,137
      7,522,003
      2,000,000
      9,522,003

    * (A) / (B)
    $ (101.32 )
      *

    $ (0.11 )

    $ 0.60 *

    ** (D) - (C)

    $ 101.21
      **

    *** (E) - (D)

    $ 0.71
      ***

5

United States securities and exchange commission logo
January 5, 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. 1 to Draft Registration Statement on Form S-1
Submitted December 22, 2023
CIK No. 0001788230
Dear Justin Stiefel:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. 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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Amendment No. 1 to Draft Registration Statement on Form S-1 submitted December 22, 2023
Capitalization, page 49
1.Please address the following related to the capitalization table:
•Double underline the cash and cash equivalents amount to highlight that these
amounts are not included in total capitalization.
•Include warrant liabilities in the capitalization table.
•Your disclosure on page 46 indicates that you intend to use the proceeds from this
offering in part for the repayment of debt. Ensure that this repayment of debt is
reflected in the capitalization table with appropriate footnote disclosure.
Dilution, page 50
2.Please provide us with your calculation for arriving at the following:
•increase in pro forma net tangible book value attributable to the conversion of

 FirstName LastNameJustin Stiefel
 Comapany NameHeritage Distilling Holding Company, Inc.
 January 5, 2024 Page 2
 FirstName LastName
Justin Stiefel
Heritage Distilling Holding Company, Inc.
January 5, 2024
Page 2
convertible notes and proceeds from additional Whiskey Notes subsequent to
September 30, 2023 through November 30, 2023 on a per share basis of $58.75.
•increase in pro forma net tangible book value per share attributable to new investors
participating in this offering on a per share basis of $1.69
Notes to Condensed Consolidated Financial Statements, page F-7
3.In the notes to the financial statements, please revise to provide the following disclosures
related to your investment in Flavor Bourbon LLC:
•Your ownership % in Flavor Bourbon LLC and whether you have a significant
influence over this company.
•Any development related to the notification of capital call for all owners of Flavor
Bourbon LLC, including your decision on whether you can and would participate in
the capital call to maintain your current level of ownership.
Note 15. Subsequent Events, page F-28
4.Your disclosure contain herein indicates in October 2023, pursuant to the Subscription
Exchange Agreement, the 2022 and 2023 convertible notes were converted into shares of
common stock and prepaid warrants to purchase common stock. We further note that the
agreement includes a true up provision in the event the eventual IPO price is higher or
lower than the negotiated $7.50 per share. Please revise disclose the terms of the true up
provision and the potential impact it could have on Capitalization and Dilution disclosures
on page 48 and 50, respectively.
5.Additionally, please clarify for us whether the converted notes were reclassified from
convertible notes to equity as it is unclear from your footnote on page F-29. Based upon
your disclosures, it appears the 2022 and 2023 Convertible Notes were converted into
additional shares of common stock and prepaid warrants; however, you also indicate
under the terms of the subscription exchange agreement the reclassification is dependent
upon the effectiveness of the company's IPO.
            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.

United States securities and exchange commission logo
December 8, 2023
Justin Stiefel
Chief Executive Officer
Heritage Distilling Holding Company, Inc.
9668 Bujacich Road
Gig Harbor, Washington 98332
Re:Heritage Distilling Holding Company, Inc.
Draft Registration Statement on Form S-1
Submitted November 13, 2023
CIK No. 0001788230
Dear Justin Stiefel:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. 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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form S-1 submitted November 13, 2023
Cover Page
1.We note the disclosure on pages 7 and 126 that you have agreed to issue warrants to the
representative.  Please disclose this on the cover page and state that the warrants and
shares are also being registered in this registration statement.
About this Prospectus, page ii
2.Please tell us whether you commissioned any of the third-party data presented in your
document and, if so, please file the consent as an exhibit.
Overview, page 1
3.Please clarify how you are a "leading" distillery, given your revenues relative to the
market you define.

 FirstName LastNameJustin Stiefel
 Comapany NameHeritage Distilling Holding Company, Inc.
 December 8, 2023 Page 2
 FirstName LastName
Justin Stiefel
Heritage Distilling Holding Company, Inc.
December 8, 2023
Page 2
We could be materially adversely affected by health concerns, page 12
4.Given your disclosures on pages 12 and 13, please discuss whether cases of COVID-19
and/or shutdowns related to additional or increased outbreaks have had, or you reasonably
expect to have, a material impact on your operations, supply chain liquidity or capital
resources.
Use of Proceeds, page 44
5.Please disclose the approximate amount of proceeds that you intend to use for each of the
purposes mentioned in the third paragraph of this section.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Gross Profit, page 61
6.We refer you to the table at the top of page 62. In the table, you present a measure of gross
profit for products that excludes unabsorbed overhead in the amount of $875,000 and
$1,137,000 for the six months ended June 30, 2023 and 2022, respectively. You also
present a subtotal of products and services gross profit that excludes unabsorbed overhead
in the amount of $1,676,000 and $1,845,000 for the six months ended June 30, 2023 and
2022, respectively. These amounts appear to represent non-GAAP financial measures as
they exclude amounts from their most directly comparable GAAP measure. In this regard,
please revise your presentation to comply with the disclosure requirements of Item
10(e)(i) of Regulation S-K which includes, among other items, a presentation with equal
or greater prominence of the most directly comparable financial measure calculated in
accordance with GAAP, a reconciliation to the most directly comparable GAAP measure
and the reason(s) why management believes the measure provides useful information to
investors. Similarly revise your presentation in the table related to Total Gross Margin.
7.Notwithstanding the comment above, it appears unabsorbed overhead costs appear to be
normal recurring cash operating expenses based upon your disclosures on page 60. In this
regard, please tell us why you believe your adjustment for such expenses to be appropriate
and your consideration of the guidance outlined in Question 100.01 of the Division of
Corporation Finance C&DI’s regarding Non-GAAP Financial Measures as part of your
response to us.
Non-GAAP Financial Measures
EBITDA Analysis, page 69
8.We refer to your adjustment for financial reporting and capital structure SEC preparedness
of $1,081,000 in your reconciliation from EBITDA to Adjusted EBITDA. Please tell us
whether these amounts represent normal recurring cash operating expenses. If not, please
explain why you do not expect to incur such expenses such as those related to financial
reporting in future periods.

 FirstName LastNameJustin Stiefel
 Comapany NameHeritage Distilling Holding Company, Inc.
 December 8, 2023 Page 3
 FirstName LastName
Justin Stiefel
Heritage Distilling Holding Company, Inc.
December 8, 2023
Page 3
Liquidity and Capital Resources, page 69
9.We note your disclosure on page F-19 indicates that you are not in compliance with your
debt covenants. Please expand your discussion of liquidity and capital resources to
disclose your non-compliance with your debt covenants and any plans you have to remedy
to regain compliance.
Tribal Beverage Network (TBN), page 95
10.Please revise this section to discuss in greater detail the material terms of your agreements
mentioned in the fifth paragraph on page 95.  Also, describe the parties’ rights and
obligations, payment terms, including the amounts of equity and cash compensation paid
or to be paid, and termination provisions. In addition, file the agreement as an exhibit or
tell us why you are not required to do so. Refer to Item 601(b)(10) of Regulation S-K.
Summary Compensation Table, page 108
11.Reconcile the information in the first paragraph with the information in the table,
including the number of officers to which you refer.
Principal Stockholders, page 117
12.Please revise your disclosure to identify the natural person or persons who have voting
and investment control of the shares held by the entities n the table.
Certain Relationships, page 118
13.Please revise to discuss Exhibit 10.3 here and in your disclosure beginning on 115,
including whether the agreement will remain in effect after this offering.
Consolidated Financial Statements
Notes to the Consolidated Financial Statements, page F-35
14.We note that your investment in Flavored Bourbon LLC represented 40% and 39% of
total assets as of December 31, 2022 and June 30, 2023, respectively. Please revise your
notes to the financial statements to include your accounting policy for this investment,
citing relevant accounting literature and all applicable required disclosures. Additionally,
please tell us how you evaluate the asset for impairment.
Note 9  Stockholders Equity
Restricted Stock Units, page F-52
15.We note from your footnote the majority of RSU awards are double trigger and
compensation expense for RSU awards are recognized upon meeting both the time-vesting
condition and the triggering event condition. In this regard, please revise your disclosures
within MD&A to disclose how much of the unrecognized compensation expense for RSU
awards will be recognized upon consummation of the IPO, if any.

 FirstName LastNameJustin Stiefel
 Comapany NameHeritage Distilling Holding Company, Inc.
 December 8, 2023 Page 4
 FirstName LastNameJustin Stiefel
Heritage Distilling Holding Company, Inc.
December 8, 2023
Page 4
Exhibits
16.Please include the filing fee table required to be filed as Exhibit 107 by Item 601 of
Regulation S-K.  Also file the employment agreements mentioned on page 108.
17.Please file as exhibits the consents of each nominee for director.
General
18.We note that the projected revenues and gross margin for the fiscal year ended December
31, 2023 were approximately $18.1 million and $10.1 million, respectively as set forth in
the financial projections in connection with the business combination earlier this year.
We also note that your actual revenues and gross margin were approximately $3.4 million
and $675,000 million, respectively for the six months ended June 30, 2023.  It appears that
you will miss your 2023 projections. Please update your disclosure in Liquidity and
Capital Resources, and elsewhere, to provide updated information about the company’s
financial position and further risks to the business operations and liquidity in light of these
circumstances.  If your expected results of operations have changed materially, revise to
explain the reasons for those changes.
19.To the extent material, disclose any new or heightened risk of potential cyberattacks by
state actors or others since Russia's invasion of Ukraine and whether you have taken
actions to mitigate such potential cyberattacks.
20.Please describe the extent and nature of the role of the board of directors in overseeing
risks related to Russia’s invasion of Ukraine. This could include risks related to
cybersecurity, sanctions, employees based in affected regions, and supply
chain/suppliers/service providers in affected regions as well as risks connected with
ongoing or halted operations or investments in affected regions.
21.Reconcile your disclosures on pages 40 and 104 regarding whether you will have a
classified board.
22.Please refer to your disclosure on page 41 regarding the exclusive forum provision.
Disclose whether this provision applies to claims arising under the Securities Act and the
Exchange Act.  If this provision does not apply to actions arising under the Securities Act
or Exchange Act, please also ensure that the exclusive forum provision in the governing
documents states this clearly, or tell us how you will inform investors in future filings that
the provision does not apply to any actions arising under the Securities Act or Exchange
Act.
            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.

 FirstName LastNameJustin Stiefel
 Comapany NameHeritage Distilling Holding Company, Inc.
 December 8, 2023 Page 5
 FirstName LastName
Justin Stiefel
Heritage Distilling Holding Company, Inc.
December 8, 2023
Page 5
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       M. Ali Panjwani, Esq.