Heritage Distilling Files S-1 for Securities Registration

TL;DR

Heritage Distilling just filed an S-1, looks like they're going public soon.

AI Summary

Heritage Distilling Holding Company, Inc. filed an S-1 registration statement on January 24, 2025, to register its securities. The company, incorporated in Delaware with its principal executive offices in Gig Harbor, Washington, operates in the beverages sector. Justin Stiefel is listed as the Chief Executive Officer.

Why It Matters

This S-1 filing indicates Heritage Distilling Holding Company is preparing to offer its securities to the public, which could lead to increased liquidity and capital for the company.

Risk Assessment

Risk Level: medium — As an S-1 filing, it represents a company seeking to go public, which inherently carries risks associated with market reception and operational scaling.

Key Numbers

• 333-284509 — SEC File Number (Identifies this specific registration filing)
• 0001788230 — Central Index Key (Unique identifier for the company in SEC filings)

Key Players & Entities

• Heritage Distilling Holding Company, Inc. (company) — Registrant
• January 24, 2025 (date) — Filing Date
• Delaware (jurisdiction) — State of Incorporation
• Gig Harbor, Washington (location) — Principal Executive Offices
• Justin Stiefel (person) — Chief Executive Officer

FAQ

Key Financial Figures

• $0.0001 — 0 shares of our common stock, par value $0.0001 per share, of the up to $15,000,000 agg
• $15,000,000 — r value $0.0001 per share, of the up to $15,000,000 aggregate gross purchase price of share
• $1.10 — rkets ("Nasdaq") on January 22, 2025 of $1.10 per share, that have been or may be iss
• $0.001 — chase warrant with an exercise price of $0.001 per share (the "Commitment Warrant") pu
• $15.0 million — o this prospectus. We may receive up to $15.0 million in aggregate gross proceeds from the In
• $288 billion — rapidly-growing segment of the overall $288 billion spirits market. According to the Americ
• $21.4 billion — irits segment had revenues of more than $21.4 billion in 2023, an increase of 20.9% from 2021
• $125 — artist. Each bottle currently sells for $125, of which $10 is donated to our non-pro
• $10 — ttle currently sells for $125, of which $10 is donated to our non-profit partners.
• $1,400,000 — ect wholesalers, representing more than $1,400,000 in revenue. In May 2024, we launched a
• $95 — D Day and War Dogs products retail for $95 each, plus taxes and shipping (if shipp

Filing Documents

• ea0228141-s1_heritage.htm (S-1) — 3599KB
• ea022814101ex5-1_heritage.htm (EX-5.1) — 17KB
• ea022814101ex10-4_heritage.htm (EX-10.4) — 520KB
• ea022814101ex23-1_heritage.htm (EX-23.1) — 2KB
• ea022814101ex-fee_heritage.htm (EX-FILING FEES) — 37KB
• image_001.jpg (GRAPHIC) — 4KB
• image_002.jpg (GRAPHIC) — 94KB
• image_003.jpg (GRAPHIC) — 14KB
• ex5-1_001.jpg (GRAPHIC) — 23KB
• ex5-1_002.jpg (GRAPHIC) — 8KB
• 0001213900-25-006695.txt ( ) — 17970KB
• cask-20240930.xsd (EX-101.SCH) — 103KB
• cask-20240930_cal.xml (EX-101.CAL) — 71KB
• cask-20240930_def.xml (EX-101.DEF) — 734KB
• cask-20240930_lab.xml (EX-101.LAB) — 980KB
• cask-20240930_pre.xml (EX-101.PRE) — 753KB
• ea0228141-s1_heritage_htm.xml (XML) — 2179KB

Risk Factors

Risk Factors 15 Cautionary Note Regarding Forward-Looking Statements 58 The Equity Line of Credit 60

Use of Proceeds

Use of Proceeds 65 Dividend Policy 66

Management's Discussion and Analysis of Financial Condition and Results of Operation

Management's Discussion and Analysis of Financial Condition and Results of Operation 67

Business

Business 95 Management 109

Executive Compensation

Executive Compensation 117 Principal Stockholders 125 Certain Relationships and Related Party Transactions 126

Description of Capital Stock

Description of Capital Stock 128 Selling Stockholder 134 Plan of Distribution 136 Legal Matters 138 Experts 138 Where You Can Find More Information 138 Index to Financial Statements F-1 i ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission (the "SEC") for the delayed or continuous offering and sale of securities pursuant to Rule 415 under the Securities Act. This prospectus generally describes Heritage Distilling Holding Company, Inc. and our common stock. The Investor may use this registration statement to sell up to an aggregate of up to 15,067,162 shares of our common stock from time to time through any means described in the section entitled "Plan of Distribution." Our registration of the securities covered by this prospectus does not mean that either we or the Investor will issue, offer or sell, as applicable, any of the securities registered hereunder. Under the registration statement of which this prospectus forms a part, the Investor may, from time to time, sell the securities offered by it described in this prospectus. We will not receive any proceeds from the sale of common stock by the Investor pursuant to this prospectus. However, we will pay the expenses, other than underwriting discounts and commissions, associated with the sale of shares pursuant to this prospectus. We may receive up to $15.0 million in aggregate gross proceeds from the Investor under the ELOC Purchase Agreement in connection with sales of the shares of our common stock pursuant to the ELOC Purchase Agreement after the date of this prospectus. However, the actual proceeds from the Investor may be less than this amount depending on the number of shares of our common stock sold and the price at which the shares of our common stock are sold. We and the Investor, as applicable, may deliver a prospectus supplement with this prospectus, to the extent appropriate, to update t

View Full Filing

View this S-1 filing on SEC EDGAR