[SCHEDULE 13G] Heritage Distilling Holding Company, Inc. SEC Filing

Rhea-AI Filing Summary

Schedule 13G snapshot for Heritage Distilling Holding Company, Inc. (CASK)

C/M Capital Master Fund, LP, its manager C/M Capital Partners, LP, and principals Thomas Walsh and Jonathan Juchno jointly report ownership of 2,217,872 common shares, equal to 9.2 % of the 24.15 M shares outstanding as of 29 Jul 2025. All voting and dispositive power is shared; no filer has sole authority.

The position includes 4.23 M shares recently issued to C/M Master Fund under the company’s 23 Jun 2025 prospectus, indicating fresh capital participation. Filers certify the investment is passive—not intended to change or influence control—and therefore file under Schedule 13G rather than 13D.

• Date of event triggering filing: 28 Jul 2025; signatures dated 31 Jul 2025.
• Reporting persons’ address: 1111 Brickell Ave, Suite 2920, Miami, FL 33131.
• Citizenship/organisation: Delaware LPs; Messrs. Walsh & Juchno are U.S. citizens.
• No subsidiaries, group dissolution notices, or 5 %-or-less disclaimers were made.

Positive

• Institutional endorsement: A professional investment fund has amassed a 9.2 % stake, signalling confidence in CASK’s prospects.
• Enhanced liquidity: Additional 4.23 M shares placed with a single holder may broaden the public float and trading volume.

Negative

• Dilution risk: New share issuance raises outstanding shares by ~17 %, potentially pressuring per-share metrics.
• Potential overhang: A concentrated 9.2 % position could weigh on the stock if the fund decides to exit.

Insights

Securities Analyst

TL;DR: Passive filing shows C/M Capital owns 9.2 % of CASK; signals institutional interest but adds modest dilution risk—overall market-neutral.

The disclosure introduces a sizeable but non-controlling holder. A 9.2 % stake can improve trading liquidity and validate the issuer’s capital raise, potentially supporting share price sentiment. However, the issuance of 4.23 M new shares expands the float by roughly 17 %, creating dilution that could offset the perceived endorsement. Because the filer affirms no activist intent, immediate governance impact appears limited. Net valuation effect is therefore neutral unless future filings indicate accumulation beyond 10 % or a switch to 13D status.

Corporate Governance Expert

TL;DR: New 9.2 % bloc holder may sway future proxy votes yet currently declares passive, non-influential stance.

With shared voting rights over more than one-twelfth of outstanding shares, C/M Capital gains a meaningful voice in any shareholder matters, especially in a micro-cap context. The joint filing agreement and passive certification reduce near-term activist risk, but governance dynamics could shift if ownership climbs above 10 % or certification is rescinded. Board and management should monitor subsequent amendments, while minority holders should watch the group’s future disclosures for changes in intent.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Heritage Distilling Holding Company, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

42727R104

(CUSIP Number)

07/28/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 42727R104

1

Names of Reporting Persons

C/M Capital Master Fund, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,217,872.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,217,872.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,217,872.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.2 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 42727R104

1

Names of Reporting Persons

C/M Capital Partners, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,217,872.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,217,872.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,217,872.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.2 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 42727R104

1

Names of Reporting Persons

Thomas Walsh

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,217,872.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,217,872.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,217,872.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.2 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

CUSIP No. 42727R104

1

Names of Reporting Persons

Jonathan Juchno

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,217,872.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,217,872.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,217,872.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.2 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Heritage Distilling Holding Company, Inc.
(b)	Address of issuer's principal executive offices: 9668 Bujacich Road, Gig Harbor, WA 98332
Item 2.
(a)	Name of person filing: This statement is filed by: (I) C/M Capital Master Fund, LP, a Delaware limited partnership ("C/M Master Fund"); (II) C/M Capital Partners, LP, a Delaware limited partnership ("C/M Capital Partners"); (III) Thomas Walsh ("Mr. Walsh"); and (iv) Jonathan Juchno ("Mr. Juchno"). The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." The shares of common stock, par value $0.0001 per share (the "Common Stock") of Heritage Distilling Holding Company, Inc. (the "Issuer") reported herein are held by C/M Master Fund. C/M Capital Partners is the investment manager to C/M Master Fund. Messrs. Walsh and Juchno are the managing members of the general partner of C/M Capital Partners. Messrs. Walsh and Juchno disclaim beneficial ownership of any shares of Common Stock held by C/M Master Fund.
(b)	Address or principal business office or, if none, residence: The address of the business office of each of the Reporting Persons is 1111 Brickell Ave, Suite 2920, Miami, FL 33131.
(c)	Citizenship: Each of C/M Master Fund and C/M Capital Partners is a limited partnership organized under the laws of the State of Delaware. Each of Messrs. Walsh and Juchno is a citizen of the United States.
(d)	Title of class of securities: Common Stock, par value $0.0001 per share
(e)	CUSIP No.: 42727R104
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The percentages set forth in this Schedule 13G are calculated based upon an aggregate of 24,151,724 shares of Common Stock outstanding, which is the sum of (i) 19,923,495 shares of Common Stock outstanding as of July 29, 2025, as disclosed by the Issuer to the Reporting Persons and (ii) 4,228,229 shares of Common Stock issued to the C/M Master Fund pursuant to the Issuer's Prospectus filed pursuant to Rule 424(b)(3) with the Securities and Exchange Commission on June 23, 2025.
(b)	Percent of class: 9.2%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(ii) Shared power to vote or to direct the vote: The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(iii) Sole power to dispose or to direct the disposition of: The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(iv) Shared power to dispose or to direct the disposition of: The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

C/M Capital Master Fund, LP

Signature:	/s/ Thomas Walsh
Name/Title:	By: C/M Global GP, LLC, General Partner, By: Thomas Walsh, Manager
Date:	07/31/2025

C/M Capital Partners, LP

Signature:	/s/ Thomas Walsh
Name/Title:	Thomas Walsh, Partner
Date:	07/31/2025

Thomas Walsh

Signature:	/s/ Thomas Walsh
Name/Title:	Thomas Walsh, Individually
Date:	07/31/2025

Jonathan Juchno

Signature:	/s/ Jonathan Juchno
Name/Title:	Jonathan Juchno, Individually
Date:	07/31/2025

Exhibit Information

Exhibit 99.1: Joint Filing Agreement

FAQ

How many Heritage Distilling (CASK) shares does C/M Capital Master Fund own?

The fund reports 2,217,872 common shares as of 28 Jul 2025.

What percentage of CASK’s outstanding shares does the 2.22 M-share stake represent?

The stake equals 9.2 % of the 24,151,724 shares outstanding.

Are the reporting persons sole or shared owners of the voting power?

They have shared voting and dispositive power over all reported shares; none is held solely.

Did the filing indicate activist intentions toward Heritage Distilling?

No. The certification states the shares were acquired without intent to influence control, qualifying for a passive 13G filing.

When were the new shares issued to C/M Capital?

The 4.23 M shares were issued under a prospectus filed on 23 Jun 2025.

Where is C/M Capital based?

All reporting persons list their business address as 1111 Brickell Ave, Suite 2920, Miami, FL 33131.