Heritage Distilling Holding Co Inc美股招股说明书(2025-06-23版)

Heritage Distilling Holding Company, Inc. This 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 10,000,000 shares of our common stock, par value $0.0001 per share, of the up to $15,000,000 aggregate grosspurchase price of shares of common stock (the “ELOC Shares”) that have been or may be issued by us to the Investor pursuant to theSecurities Purchase Agreement, dated as of January 23, 2025, between our company and the Investor (the “ELOC Purchase Agreement”),establishing a committed equity facility (the “Facility” or “Equity Line of Credit”). We have previously registered the resale by theInvestor of 5,000,000 shares of common stock that have been or may be issued by us to the Investor pursuant to the ELOC PurchaseAgreement. We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of the ELOC Sharesby the Investor. However, we may receive up to $15,000,000 in aggregate gross proceeds from the Investor under the ELOC PurchaseAgreement in connection with sales of all ELOC Shares to the Investor pursuant to the ELOC Purchase Agreement. The actual proceedsfrom the Investor may be less than this amount depending on the number of shares of our common stock sold and the price at which theshares of our common stock are sold. The purchase price per share that the Investor will pay for shares of common stock purchased fromus under the ELOC Purchase Agreement will fluctuate based on the market price of our shares at the time we elect to sell shares to theInvestor. Further, to the extent we sell shares of common stock under the ELOC Purchase Agreement, substantial amounts of shares couldbe issued and resold, which would cause dilution and may impact the market price of our common stock. See “The Equity Line of Credit”for a description of the ELOC Purchase Agreement and the Facility and “Selling Stockholder” for additional information regarding theInvestor. The Investor may offer, sell or distribute all or a portion of the ELOC Shares hereby registered publicly or through privatetransactions at prevailing market prices or at negotiated prices. We will bear all costs, expenses and fees in connection with the registrationof the ELOC Shares. The Investor is an underwriter within the meaning of Section 2(11) of the Securities Act of 1933, as amended (the“Securities Act”), and will pay or assume any discounts, commissions or concessions received by it except as set forth in the ELOCPurchase Agreement. Although the Investor is obligated to purchase our ELOC Shares under the terms of the ELOC Purchase Agreementto the extent we choose to sell such ELOC Shares to it (subject to certain conditions), there can be no assurances that the Investor will sellany or all of the ELOC Shares purchased under the ELOC Purchase Agreement pursuant to this prospectus. See “Plan of Distribution.” Our common stock is listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “CASK.” The last reported sale price ofour common stock on Nasdaq on June 12, 2025 was $0.50 per share. We recommend that you obtain current market quotations for ourcommon stock prior to making an investment decision. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. Weurge you to read the entire prospectus, including any amendments or supplements, carefully before you make your investmentdecision. 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 this prospectusand the risk factors in any accompanying prospectus supplement. We are an “emerging growth company” and “smaller reporting company” as defined under the U.S. federal securities laws and, assuch, have elected to comply with certain reduced public company reporting requirements for this prospectus and may elect to do so afterthis offering in future filings. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is June 20, 2025 PageProspectus Summary1Risk Factors12Cautionary Note Regarding Forward-Looking Statements48The Equity Line of Credit49Use of Proceeds54Dividend Policy54Management’s Discussion and Analysis of Financial Condition and Results of Operation55Business88Management102Executive Compensation110Principal Stockholders116Certain Relationships and Related Party Transactions117Description of Capital Stock119Selling Stockholder124Plan of Distribution125Legal Matters126Experts126Where You Can Find More Information126Index to Financial Statements127 ABOUT THIS PROSPECTUS This prospectus is part of