Heritage Distilling Holding Co Inc 2024年度报告

FORM10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________ Commission file number001-42411 HERITAGE DISTILLING HOLDING COMPANY, INC.______________________________________ (Exact name of registrant as specified in its charter) Delaware83-4558219 (State or other jurisdiction of incorporationor organization)(I.R.S. Employer Identification No.) (253)509-0008Registrant’s telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesoNox Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YesoNox Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subjectto such filing requirements for the past 90 days.YesxNoo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files).YesxNoo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YesoNox As of June 28, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the registrant’s common stock wasnotlisted on any exchange or over-the-counter market. The registrant’s common stock began trading on The Nasdaq Capital Market onNovember 25, 2024. The number of shares of Heritage Distilling Holding Company, Inc. common stock outstanding as of April25, 2025 was6,921,564. DOCUMENTS INCORPORATED BY REFERENCE DOCUMENT DESCRIPTIONNot Applicable 10-K PART TABLE OF CONTENTS Page PART IItem 1. Business3Item 1A. Risk Factors16Item 1B. Unresolved Staff Comments49Item 1C. Cybersecurity49Item 2. Properties50Item 3. Legal Proceedings50Item 4. Mine Safety Disclosures51 Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities52Item 6. [ Reserved ]52Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations53Item 7A. Quantitative and Qualitative Disclosures About Market Risk76Item 8. Financial Statements and Supplementary Data77Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure77Item 9A. Controls and Procedures77Item 9B. Other Information78Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections78 Item 10. Directors, Executive Officers and Corporate Governance79Item 11. Executive Compensation86Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters94Item 13. Certain Relationships and Related Transactions and Director Independence95Item 14. Principal Accountants Fees and Services97 PART I Cautionary Note Regarding Forward-Looking Statements This Annual Report on Fo