Heritage Distilling Holding Co Inc美股招股说明书(2025-05-21版)

Heritage Distilling Holding Company, Inc. This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated May 12,2025 (as supplemented or amended from time to time, the “Prospectus”), with the information contained in our Quarterly Report on Form10-Q filed with the Securities and Exchange Commission (“SEC”) May 20, 2025 (the “Quarterly Report”). Accordingly, we have attachedthe Quarterly Report to this prospectus supplement. The Prospectus relates to the resale from time to time by C/M Capital Master Fund, LP, a Delaware limited partnership (the“Investor”), of up to 5,000,000 shares of our common stock, par value $0.0001 per share, of the up to $15,000,000 aggregate gross purchaseprice of shares of common stock (the “ELOC Shares”), which would represent approximately 13,636,364 shares based on the closing priceof our shares on The Nasdaq Capital Markets (“Nasdaq”) on January 22, 2025 of $1.10 per share (the “Market Price” based on the closingprice on that date), that have been or may be issued by us to the Investor pursuant to the Securities Purchase Agreement, dated as of January23, 2025, between our company and the Investor (the “ELOC Purchase Agreement”), establishing a committed equity facility (the “Facility”or “Equity Line of Credit”). Of the 5,000,000 shares of our common stock originally registered under the registration statement of which theProspectus forms a part, 1,187,453 shares have been sold as of the date of this prospectus supplement. This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may notbe delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectussupplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectusand this prospectus supplement, you should rely on the information in this prospectus supplement. Our common stock is listed on Nasdaq under the symbol “CASK.” Pursuant to the ELOC Purchase Agreement, for purposes ofestablishing the Market Price, the last reported sale price of our common stock on Nasdaq on January 22, 2025 was $1.10 per share. OnMay 20, 2025, the closing sale price of our common stock was $0.52. We recommend that you obtain current market quotations for ourcommon stock prior to making an investment decision. Investing in our shares is highly speculative and involves a high degree of risk. Before buying any shares, you shouldcarefully read the discussion of material risks of investing in our shares in “Risk Factors” beginning on page 12 of the Prospectusand the risk factors in any accompanying prospectus supplement. Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued under theProspectus or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to thecontrary is a criminal offense. The date of this prospectus supplement is May 21, 2025. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549_________________________ FORM 10-Q_________________________ xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended March 31, 2025OR Commission file number 001-42411_________________________ HERITAGE DISTILLING HOLDING COMPANY, INC (Exact name of registrant as specified in its charter)_________________________ Delaware 83-4558219 9668 Bujacich Road, Gig Harbor, Washington 98332 (253) 509-0008Registrant’s telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon Stock, par value $0.0001 per shareCASKThe Nasdaq Stock Market LLC 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 ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to 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 toRule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files).YesxNoo Table of Contents 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 t