Heritage Distilling Holding Co Inc美股招股说明书(2025-08-15版)

Heritage Distilling Holding Company, Inc. This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated June 20, 2025 (as supplemented or amended from time to time, the“Prospectus”), with the information contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) August 11, 2025 (the “Current Report”). Accordingly, wehave attached the Current 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 10,000,000 shares of our common stock, parvalue $0.0001 per share, of the up to $15,000,000 in aggregate gross purchase price of shares of common stock (the “ELOC Shares”), which would represent approximately 13,636,364 shares based onthe closing price of our shares on The Nasdaq Capital Markets (“Nasdaq”) on January 22, 2025 of $1.10 per share (the “Market Price” based on the closing price on that date), that have been or may beissued by us to the Investor pursuant to the Securities Purchase Agreement, dated as of January 23, 2025, between our company and the Investor (the “ELOC Purchase Agreement”), establishing acommitted equity facility (the “Facility” or “Equity Line of Credit”). Of the 10,000,000 shares of our common stock originally registered under the registration statement of which the Prospectus forms apart, 6,962,810 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 not be delivered or utilized except in combination with, theProspectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information inthe Prospectus and 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 of establishing the Market Price, the last reported sale price of ourcommon stock on Nasdaq on January 22, 2025 was $1.10 per share. On August 14, 2025, the closing sale price of our common stock was $0.49. We recommend that you obtain current market quotationsfor our common 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 should carefully read the discussion of material risks of investing in ourshares in “Risk Factors” beginning on page 12 of the Prospectus and 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 the Prospectus or determined if the Prospectus or thisprospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is August 15, 2025. UNITED STATESSECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORTPursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported)August 11, 2025 ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)☐Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of1934 (17 CFR §240.12b-2). Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standardsprovided pursuant to Section 13(a) of the Exchange Act.☐ Item 1.01 Entry into a Material Definitive Agreement. On August 11, 2025, Heritage Distilling Holding Company, Inc. (the “Company”) entered into subscription agreements (each, a “Subscription Agreement” and collectively the “SubscriptionAgreements”) with certain institutional and accredited investors (each, an “Investor” and collectively, the “Investors”), pursuant to which the Company, subject to the restrictions and satisfaction of theconditions in the Subscription Agreements, has agreed to sell in a private placement (the “Offering”) to the Investors an aggregate of 183,478,891 shares (the “Shares”) of the Company’s commonstock, par value $0.0001 per share (the “Common Stock”), and pre