United States securities and exchange commission logo





                              December 8, 2023

       Justin Stiefel
       Chief Executive Officer
       Heritage Distilling Holding Company, Inc.
       9668 Bujacich Road
       Gig Harbor, Washington 98332

                                                        Re: Heritage Distilling
Holding Company, Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted November
13, 2023
                                                            CIK No. 0001788230

       Dear Justin Stiefel:

                                                        We have reviewed your
draft registration statement and have the following comments.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

               After reviewing the information you provide in response to this
letter and your amended
       draft registration statement or filed registration statement, we may
have additional comments.

       Draft Registration Statement on Form S-1 submitted November 13, 2023

       Cover Page

   1.                                                   We note the disclosure
on pages 7 and 126 that you have agreed to issue warrants to the
                                                        representative. Please
disclose this on the cover page and state that the warrants and
                                                        shares are also being
registered in this registration statement.
       About this Prospectus, page ii

   2.                                                   Please tell us whether
you commissioned any of the third-party data presented in your
                                                        document and, if so,
please file the consent as an exhibit.
       Overview, page 1

   3.                                                   Please clarify how you
are a "leading" distillery, given your revenues relative to the
                                                        market you define.
 Justin Stiefel
Heritage Distilling Holding Company, Inc.
December 8, 2023
Page 2
We could be materially adversely affected by health concerns, page 12

4.       Given your disclosures on pages 12 and 13, please discuss whether
cases of COVID-19
         and/or shutdowns related to additional or increased outbreaks have
had, or you reasonably
         expect to have, a material impact on your operations, supply chain
liquidity or capital
         resources.
Use of Proceeds, page 44

5.       Please disclose the approximate amount of proceeds that you intend to
use for each of the
         purposes mentioned in the third paragraph of this section.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Gross Profit, page 61

6.       We refer you to the table at the top of page 62. In the table, you
present a measure of gross
         profit for products that excludes unabsorbed overhead in the amount of
$875,000 and
         $1,137,000 for the six months ended June 30, 2023 and 2022,
respectively. You also
         present a subtotal of products and services gross profit that excludes
unabsorbed overhead
         in the amount of $1,676,000 and $1,845,000 for the six months ended
June 30, 2023 and
         2022, respectively. These amounts appear to represent non-GAAP
financial measures as
         they exclude amounts from their most directly comparable GAAP measure.
In this regard,
         please revise your presentation to comply with the disclosure
requirements of Item
         10(e)(i) of Regulation S-K which includes, among other items, a
presentation with equal
         or greater prominence of the most directly comparable financial
measure calculated in
         accordance with GAAP, a reconciliation to the most directly comparable
GAAP measure
         and the reason(s) why management believes the measure provides useful
information to
         investors. Similarly revise your presentation in the table related to
Total Gross Margin.
7.       Notwithstanding the comment above, it appears unabsorbed overhead
costs appear to be
         normal recurring cash operating expenses based upon your disclosures
on page 60. In this
         regard, please tell us why you believe your adjustment for such
expenses to be appropriate
         and your consideration of the guidance outlined in Question 100.01 of
the Division of
         Corporation Finance C&DI   s regarding Non-GAAP Financial Measures as
part of your
         response to us.
Non-GAAP Financial Measures
EBITDA Analysis, page 69

8.     We refer to your adjustment for financial reporting and capital
structure SEC preparedness
       of $1,081,000 in your reconciliation from EBITDA to Adjusted EBITDA.
Please tell us
FirstName LastNameJustin Stiefel
       whether these amounts represent normal recurring cash operating
expenses. If not, please
Comapany   NameHeritage
       explain why you doDistilling
                             not expectHolding
                                        to incurCompany,  Inc. such as those
related to financial
                                                 such expenses
       reporting
December         in Page
           8, 2023  future2 periods.
FirstName LastName
 Justin Stiefel
FirstName   LastNameJustin
Heritage Distilling Holding Stiefel
                            Company, Inc.
Comapany8,
December    NameHeritage
               2023        Distilling Holding Company, Inc.
December
Page  3     8, 2023 Page 3
FirstName LastName
Liquidity and Capital Resources, page 69

9.       We note your disclosure on page F-19 indicates that you are not in
compliance with your
         debt covenants. Please expand your discussion of liquidity and capital
resources to
         disclose your non-compliance with your debt covenants and any plans
you have to remedy
         to regain compliance.
Tribal Beverage Network (TBN), page 95

10.      Please revise this section to discuss in greater detail the material
terms of your agreements
         mentioned in the fifth paragraph on page 95. Also, describe the
parties    rights and
         obligations, payment terms, including the amounts of equity and cash
compensation paid
         or to be paid, and termination provisions. In addition, file the
agreement as an exhibit or
         tell us why you are not required to do so. Refer to Item 601(b)(10) of
Regulation S-K.
Summary Compensation Table, page 108

11.      Reconcile the information in the first paragraph with the information
in the table,
         including the number of officers to which you refer.
Principal Stockholders, page 117

12.      Please revise your disclosure to identify the natural person or
persons who have voting
         and investment control of the shares held by the entities n the table.
Certain Relationships, page 118

13.      Please revise to discuss Exhibit 10.3 here and in your disclosure
beginning on 115,
         including whether the agreement will remain in effect after this
offering.
Consolidated Financial Statements
Notes to the Consolidated Financial Statements, page F-35

14.      We note that your investment in Flavored Bourbon LLC represented 40%
and 39% of
         total assets as of December 31, 2022 and June 30, 2023, respectively.
Please revise your
         notes to the financial statements to include your accounting policy
for this investment,
         citing relevant accounting literature and all applicable required
disclosures. Additionally,
         please tell us how you evaluate the asset for impairment.
Note 9 Stockholders Equity
Restricted Stock Units, page F-52

15.      We note from your footnote the majority of RSU awards are double
trigger and
         compensation expense for RSU awards are recognized upon meeting both
the time-vesting
         condition and the triggering event condition. In this regard, please
revise your disclosures
         within MD&A to disclose how much of the unrecognized compensation
expense for RSU
         awards will be recognized upon consummation of the IPO, if any.
 Justin Stiefel
FirstName   LastNameJustin
Heritage Distilling Holding Stiefel
                            Company, Inc.
Comapany8,
December    NameHeritage
               2023        Distilling Holding Company, Inc.
December
Page  4     8, 2023 Page 4
FirstName LastName
Exhibits

16.      Please include the filing fee table required to be filed as Exhibit
107 by Item 601 of
         Regulation S-K. Also file the employment agreements mentioned on page
108.
17.      Please file as exhibits the consents of each nominee for director.
General

18.      We note that the projected revenues and gross margin for the fiscal
year ended December
         31, 2023 were approximately $18.1 million and $10.1 million,
respectively as set forth in
         the financial projections in connection with the business combination
earlier this year.
         We also note that your actual revenues and gross margin were
approximately $3.4 million
         and $675,000 million, respectively for the six months ended June 30,
2023. It appears that
         you will miss your 2023 projections. Please update your disclosure in
Liquidity and
         Capital Resources, and elsewhere, to provide updated information about
the company   s
         financial position and further risks to the business operations and
liquidity in light of these
         circumstances. If your expected results of operations have changed
materially, revise to
         explain the reasons for those changes.
19.      To the extent material, disclose any new or heightened risk of
potential cyberattacks by
         state actors or others since Russia's invasion of Ukraine and whether
you have taken
         actions to mitigate such potential cyberattacks.
20.      Please describe the extent and nature of the role of the board of
directors in overseeing
         risks related to Russia   s invasion of Ukraine. This could include
risks related to
         cybersecurity, sanctions, employees based in affected regions, and
supply
         chain/suppliers/service providers in affected regions as well as risks
connected with
         ongoing or halted operations or investments in affected regions.
21.      Reconcile your disclosures on pages 40 and 104 regarding whether you
will have a
         classified board.
22.      Please refer to your disclosure on page 41 regarding the exclusive
forum provision.
         Disclose whether this provision applies to claims arising under the
Securities Act and the
         Exchange Act. If this provision does not apply to actions arising
under the Securities Act
         or Exchange Act, please also ensure that the exclusive forum provision
in the governing
         documents states this clearly, or tell us how you will inform
investors in future filings that
         the provision does not apply to any actions arising under the
Securities Act or Exchange
         Act.
       Please contact Eiko Yaoita Pyles at 202-551-3587 or Jean Yu at
202-551-3305 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Thomas Jones at 202-551-3602 or Geoffrey Kruczek at 202-551-3641 with
any other
questions.
 Justin Stiefel
Heritage Distilling Holding Company, Inc.
December 8, 2023
Page 5

                                                       Sincerely,
FirstName LastNameJustin Stiefel
                                                      Division of Corporation
Finance
Comapany NameHeritage Distilling Holding Company, Inc.
                                                      Office of Manufacturing
December 8, 2023 Page 5
cc:       M. Ali Panjwani, Esq.
FirstName LastName