Heritage Distilling Holding Co Inc美股招股说明书(2025-12-23版)

Heritage Distilling Holding Company, Inc. This prospectus relates to the resale by the selling stockholders named in this prospectus (each a “SellingStockholder” and, collectively, the “Selling Stockholders”) from time to time of up to an aggregate of21,092,156 shares of our common stock, par value $0.0001 per share, including: (i)7,925,128 outstandingshares of common stock, (ii)13,042,028 shares of common stock issuable upon the exercise of outstandingwarrants held by certain of the Selling Stockholders, including 13,019,528 shares issuable upon the exercise ofwarrants with an exercise price of $0.20 or less, and (iii) 125,000 shares of common stock issuable upon thesettlement of outstanding restricted stock units. All of the shares, when sold, will be sold by the SellingStockholders. We are not selling any common stock under this prospectus and will not receive any of the proceeds fromthe sale or other disposition of shares by the Selling Stockholders. We will, however, receive the net proceeds ofany warrants exercised for cash. Our registration of the shares of common stock covered by this prospectus does not mean that the SellingStockholders will offer or sell any of such shares. The Selling Stockholders may sell the shares of commonstock covered by this prospectus in a number of different ways and at varying prices. For additional informationon the possible methods of sale that may be used by the Selling Stockholders, you should refer to the section ofthis prospectus entitled “Plan of Distribution”. No underwriter or other person has been engaged to facilitate the sale of our common stock by the SellingStockholders in this offering. The Selling Stockholders and any broker-dealers or agents may, individually butnot severally, be deemed to be an “underwriter” within the meaning of the Securities Actof1933, as amended,of the shares of common stock that they are offering pursuant to this prospectus. We will bear all costs, expensesand fees in connection with the registration of the shares of common stock covered by this prospectus. TheSelling Stockholders will bear all commissions and discounts, if any, attributable to their respective sales ofcommon stock. Our common stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “IPST.” The lastreported sale price of our common stock on Nasdaq on December 18, 2025 was $3.36 per share. We recommendthat you obtain current market quotations for our common stock prior to making an investment decision. We may amend or supplement this prospectus from time to time by filing amendments orsupplements as required. We urge you to read the entire prospectus, including any amendments orsupplements, carefully before you make your investment decision. Investing in our shares is highly speculative and involves a high degree of risk. Before buying anyshares, you should carefully read the discussion of material risks of investing in our shares in the sectiontitled “Risk Factors” beginning on page11 of this prospectus and the risk factors in any accompanyingprospectus supplement. We are an “emerging growth company” and “smaller reporting company” as defined under theU.S.federal securities laws and, as such, have elected to comply with certain reduced public company reportingrequirements for this prospectus and may elect to do so after this offering in future filings. Neither the Securities and Exchange Commission nor any state securities commission has approvedor disapproved of these securities or determined if this prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. The date of this prospectus is December 23, 2025 TABLE OF CONTENTS PageAbout this ProspectusiiProspectus Summary1Risk Factors11Cautionary NoteRegarding Forward-Looking Statements64Issuance of Securities to Selling Stockholders66Use of Proceeds69Dividend Policy70Management’s Discussion and Analysis of Financial Condition and Results ofOperations71Business107Management128Executive Compensation136Principal Stockholders145Certain Relationships and Related Party Transactions147Description of Capital Stock150Selling Stockholders156Plan of Distribution165Legal Matters167Experts167Where You Can Find More Information167Index to Financial StatementsF-1i ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on FormS-1 that we filed with the Securities andExchange Commission (the “SEC”) for the delayed or continuous offering and sale of securities pursuant toRule415 under the Securities Act of 1933, as amended (the “Securities Act”). This prospectus generallydescribes Heritage Distilling Holding Company, Inc. and our common stock. The Selling Stockholders may usethis registration statement to sell up to an aggregate of 21,092,156 shares of our common stock from time totime through any means described in the section entitled “Plan of Distribution.” Our registration of thesecurities covered by this prospectus does not mean that either we or