October 21, 2024

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

        Re: Heritage Distilling Holding Company, Inc.
            Amendment No. 3 to Registration Statement on Form S-1
            Filed October 3, 2024
            File No. 333-279382
Dear Justin Stiefel:

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

        Please respond to this letter by amending your registration statement
and providing
the requested information. 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 any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our September
12, 2024
letter.

Amendment No. 3 to Registration Statement on Form S-1filed October 3, 2024
Dilution, page 58

1.      Please provide us with your calculation for arriving at the numbers
disclosed in the
        dilution calculation table on page 59 similar to those you provided in
Annex A of your
        correspondence letter dated July 5, 2024.
Consolidated Financial Statements, page F-1

2.      Your revised disclosure on page 126 states that in the event of any
voluntary or
        involuntary liquidation, dissolution or winding up of the Company, the
holders of
        shares of Series A Preferred Stock will be entitled to be paid out
before any payments
        to the common shareholders, an amount equal to the greater of (i) 110%
of the sum of
 October 21, 2024
Page 2

       (a) the Stated Value, plus (b) the amount of the aggregate dividends
then accrued on
       such share of Series A Preferred Stock and not previously paid, or (ii)
such amount
       per share as would have been payable had all shares of Series A
Preferred Stock been
       converted into common stock immediately prior to such liquidation,
dissolution or
       winding up. As this payment appears to be considerably in excess of the
par value of
       the preferred shares disclosed on the face of your balance sheet, please
revise to
       disclose in the equity section of the balance sheets the aggregate
amount of liquidation
       preference of these Preferred Shares. Refer to ASC 505-10-50-4. Also,
revise to
       disclose the terms of the liquidation preference in the notes to the
financial statements.
Notes to Condensed Consolidated Financial Statements
Note 2. Summary of significant account policies
Investments/Investments in Flavored Bourbon LLC, page F-13

3.     We note your response to prior comment 4. Please tell us how the OPM
Backsolve
       Valuation Model you used to measure the fair value of your investment in
Flavored
       Bourbon LLC complies with the requirement in ASC 321-10-55-9 which
states that
       the observable price of a similar security should be adjusted for the
different rights
       and obligations to determine the amount that should be recorded as an
upward or
       downward adjustment in the carrying value of the security measured in
accordance
       with paragraph 321-10-35-2 to reflect the fair value of the security as
of the date that
       the observable transaction for the similar security took place. Also,
please note that
       subsequent to irrevocably electing to measure at fair value, the
investment measured
       in accordance with paragraph 321-10-35-2 must continue to be measured at
fair value
       at each reporting period end date in accordance with ASC 321-10-35-1.
Revise your
       disclosures accordingly.
Note 16. Subsequent Events, page F-40

4.     Your response does not appear to fully address the prior comment 6, as
some of the
       subsequent events disclosed here do not appear to be reflected in your
pro forma
       financial information and vice versa (e.g., transactions related to the
factoring
       agreements). Your revised disclosures also do not appear to quantify the
total number
       of shares issued subsequent to June 30, 2024 by type and class of stock
or equity
       instruments. Please revise accordingly.
       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.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of
Manufacturing
cc:   M. Ali Panjwani, Esq.