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No Yes Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or forsuch shorter period that the registrant was required to submit such files).YesNoTable of ContentsIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,a smaller reporting company, 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 ExchangeAct.Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth companyIf an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).YesNoThe number of shares of the Registrant’s common stock, par value $0.0001 per share, outstanding as of May 19,2025, was 8,151,324.Table of ContentsTable of ContentsPagePart I - Financial InformationItem 1. Financial Statements3Item 2. Management's Discussion and Analysis of Financial Condition and Results ofOperations41Item 3. Quantitative and Qualitative Disclosures About Market Risk62Item 4. Controls and Procedures62Part II - Other InformationItem 1. Legal Proceedings64Item 1A. Risk Factors64Item 2. Unregistered Sales of Equity Securities and Use of Proceeds64Item 3. Defaults Upon Senior Securities64 Item 4. Mine Safety Disclosures64Item 5. Other Information64Item 6. Exhibits64Signatures682Table of ContentsPart I - Financial InformationItem 1. Financial StatementsHERITAGE DISTILLING HOLDING COMPANY, INC.CONSOLIDATED FINANCIAL STATEMENTSIndex to Consolidated Financial StatementsPageUnaudited Interim Condensed Consolidated Financial Statements for the Three Month Periodsended March 31, 2025 and 2024Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 20244Condensed Consolidated Statements of Operations for the Three Months ended March 31, 2025 and20245Condensed Consolidated Statements of Stockholders’ Equity/(Deficit) for the Three Months endedMarch 31, 2025 and 20246Condensed Consolidated Statements of Cash Flows for the Three Months ended March 31, 2025 and20247Notes to Unaudited Condensed Consolidated Financial Statements83Table of ContentsHeritage Distilling Holding Company, Inc.Condensed Consolidated Balance Sheets(unaudited)March 31,2025December 31,2024ASSETSCurrent AssetsCash$99,542$453,162Accounts Receivable199,279638,890Inventory2,505,4882,471,567Other Current Assets445,458355,928Total Current Assets3,249,7673,919,547 The accompanying notes are an integral part of these condensed consolidated financial statements.4Table of ContentsHeritage Distilling Holding Company, Inc.Condensed Consolidated Statement of Operations(unaudited)For the Three Months EndedMarch 31,2025$838,055$1,231,823253,928Total Net Sales1,091,9831,706,159COST OF SALES814,2091,213,5655,889Total Cost of Sales820,0981,297,622Gross Profit271,885OPERATING EXPENSESSales and Marketing1,315,3861,189,854General and Administrative1,407,6761,445,553Total Operating Expenses2,723,0622,635,407Operating Loss(2,451,177)(2,226,870)OTHER INCOME / (EXPENSE)Interest Expense(523,214)Gain on Investment—3,421,222Change in Fair Value of Convertible Notes—Change in Fair Value of Warrant Liabilities—Other Income / (Expense)(58,656)Total Other Income / (Expense)(581,870)2,679,709Income / (Loss) Before Income Taxes(3,033,047)Income Taxes The accompanying notes are an integral part of these condensed consolidated financial statements.5Table of ContentsHeritage Distilling Holding Company, Inc.Condensed Consolidated Statements of Stockholders’ Equity / (Deficit)(unaudited)Common StockPreferred Stock- Series APreferred Stock- Series BNumberofSharesParValueNumberofSharesParValueNumberofSharesParValueAdditionalPaid-inCapitalAccumulatedEquity /(Deficit)Beginning BalanceDecember 31,5,273,611$556494,840$49—$—$74,925,180$(74,134,018)Placement ofPreferredStock (andwarrants) (See————167,981171,679,793—Exercise ofCommitment67,1627————60—AgreementCommon330,01433————232,394—Exercise of1,250,777125————(125)— 6Heritage Distilling Holding Company, Inc.Condensed Consolidated Statements of Cash Flows(unaudited)Adjustments to Reconcile Net Income / (Loss) to Net Cash Used in Operating Amortization of operating lease right-of-use assetsLoss on disposal of property and equipmentChange in Fair Value of Convertible NotesChange in Fair Value of Warrant LiabilitiesChanges in Operating Assets and Liabilities: For the Three Months EndedMarch 31,20252024$(3,033,047)$452,839296,528320,46595,657144,3845,70217,994—(3,421,222)—




