[D] Heritage Distilling Holding Company, Inc. SEC Filing

Rhea-AI Filing Summary

Heritage Distilling Holding Company, Inc. filed a Form D reporting a Regulation D, Rule 506(b) offering that raised total gross proceeds of $223,819,949, with $0 remaining to be sold. The notice lists 49 investors and a reported $4,253,670 in estimated sales commissions. Cantor Fitzgerald & Co. and Roth Capital Partners, LLC acted as participating brokers and received warrants to buy an aggregate 4,307,289 shares and expense reimbursement up to $300,000. The offering included options/warrants and the underlying securities to be acquired on exercise, had a first sale date of 2025-08-15, is not tied to a business combination, and is intended to last less than one year.

Positive

• Full offering subscribed: Total offering amount of $223,819,949 sold with $0 remaining
• Professional placement agents engaged: Cantor Fitzgerald & Co. and Roth Capital Partners, LLC participated, suggesting institutional distribution capability

Negative

• Potential dilution: Brokers received warrants to purchase 4,307,289 shares, which could dilute existing shareholders upon exercise
• Cash cost of raise: Estimated sales commissions of $4,253,670 plus up to $300,000 in broker expense reimbursements

Insights

Financial Analyst

TL;DR: The company completed a substantial $223.8M Reg D raise, providing significant liquidity but introducing dilution via broker warrants.

The offering size of $223,819,949 materially increases Heritage Distilling's capital resources, which could fund growth or operations depending on use of proceeds (not specified in the Form D). The inclusion of broker warrants (4,307,289 shares) and estimated sales commissions (~$4.25M) represent non-cash and cash costs that dilute existing equity and increase effective financing cost. With 49 investors and no remaining amount to be sold, the raise appears closed. Lack of detail on use of proceeds in this notice limits assessment of long-term impact.

Corporate Governance Expert

TL;DR: Filing is a routine Reg D disclosure; it documents key transaction terms but omits operational use of proceeds details.

The Form D correctly discloses exemption relied upon (Rule 506(b)), participating brokers, compensation arrangements including warrants and reimbursements, investor count, and full offering amounts. From a governance perspective, the document is procedural and compliant for SEC notice purposes. The filing does not provide specifics on allocation of proceeds to insiders or substantive governance changes.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001788230

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Heritage Distilling Holding Company, Inc.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Heritage Distilling Holding Company, Inc.
Street Address 1		Street Address 2
9668 BUJACICH ROAD
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
GIG HARBOR	WASHINGTON	98332	253-509-0008

3. Related Persons

Last Name	First Name	Middle Name
Stiefel	Justin
Street Address 1	Street Address 2
9668 BUJACICH ROAD
City	State/Province/Country	ZIP/PostalCode
Gig Harbor	WASHINGTON	98332

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Stiefel	Jennifer
Street Address 1	Street Address 2
9668 BUJACICH ROAD
City	State/Province/Country	ZIP/PostalCode
Gig Harbor	WASHINGTON	98332

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Carrosino	Michael
Street Address 1	Street Address 2
9668 BUJACICH ROAD
City	State/Province/Country	ZIP/PostalCode
Gig Harbor	WASHINGTON	98332

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Marker	Beth
Street Address 1	Street Address 2
9668 BUJACICH ROAD
City	State/Province/Country	ZIP/PostalCode
Gig Harbor	WASHINGTON	98332

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Perkins	Danielle
Street Address 1	Street Address 2
9668 BUJACICH ROAD
City	State/Province/Country	ZIP/PostalCode
Gig Harbor	WASHINGTON	98332

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Alstead	Troy
Street Address 1	Street Address 2
9668 BUJACICH ROAD
City	State/Province/Country	ZIP/PostalCode
Gig Harbor	WASHINGTON	98332

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Smith	Christopher
Street Address 1	Street Address 2
9668 BUJACICH ROAD
City	State/Province/Country	ZIP/PostalCode
Gig Harbor	WASHINGTON	98332

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Trevan	Eric	S
Street Address 1	Street Address 2
9668 BUJACICH ROAD
City	State/Province/Country	ZIP/PostalCode
Gig Harbor	WASHINGTON	98332

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Varga	Andrew
Street Address 1	Street Address 2
9668 BUJACICH ROAD
City	State/Province/Country	ZIP/PostalCode
Gig Harbor	WASHINGTON	98332

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Wensel	Jeffrey
Street Address 1	Street Address 2
9668 BUJACICH ROAD
City	State/Province/Country	ZIP/PostalCode
Gig Harbor	WASHINGTON	98332

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Swann	Matthew
Street Address 1	Street Address 2
9668 BUJACICH ROAD
City	State/Province/Country	ZIP/PostalCode
Gig Harbor	WASHINGTON	98332

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

X

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-08-15				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
Roth Capital Partners, LLC	15407
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
888 San Clemente
City	State/Province/Country	ZIP/Postal Code
Newport Beach	CALIFORNIA	92660
State(s) of Solicitation (select all that apply) Check "All States" or check individual States X All States	X Foreign/non-US

Recipient	Recipient CRD Number None
Cantor Fitzgerald & Co	134
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
110 East 59th Street
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10022
State(s) of Solicitation (select all that apply) Check "All States" or check individual States X All States	X Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$223,819,949	USD	or Indefinite
Total Amount Sold	$223,819,949	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

49

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$4,253,670	USD	X Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

Cantor Fitzgerald & Co. and Roth Capital Partners, LLC received (i) warrants to purchase an aggregate of 4,307,289 shares of common stock, and (ii) reimbursements for their expenses of up to an aggregate maximum of $300,000.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Heritage Distilling Holding Company, Inc.	/s/ Justin Stiefel	Justin Stiefel	Chief Executive Officer	2025-08-20

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What amount did Heritage Distilling (CASK) raise in this Form D filing?

The Form D reports total offering proceeds of $223,819,949 and indicates $0 remaining to be sold.

Which exemption did Heritage Distilling rely on for the offering?

The issuer claimed a Regulation D exemption under Rule 506(b) of the Securities Act.

How many investors participated in the offering?

The Form D reports a total of 49 investors have invested in the offering.

What broker compensation was disclosed in the filing?

Estimated sales commissions of $4,253,670 were reported; Cantor Fitzgerald & Roth Capital also received warrants to buy 4,307,289 shares and up to $300,000 for expense reimbursement.

When was the first sale reported to have occurred?

The Form D indicates a date of first sale of 2025-08-15.

Is the offering related to a merger or acquisition?

No; the filing indicates the offering is not being made in connection with a business combination transaction.