The Registration Statement has been revised in response to the Staff’s comment by revising the Explanatory Note to the Registration Statement to remove the disclosure that the Selling Stockholders have expressed their intention not to sell the shares of common stock to be sold pursuant to the Resale Prospectus concurrently with the commencement of the Company’s initial public offering of common stock. In addition, the cover page of the Resale Prospectus in Amendment No. 2 was revised to remove the disclosure that the Selling Stockholders have expressed their intention not to sell shares of common to be sold pursuant to the Resale Prospectus less than 90 days following the closing of the Company’s initial public offering of common stock.

As requested by the Staff, the Company has added disclosure to the cover page of the prospectus disclosing the reason for the concurrent offering of the Common Warrants, which are being offered to certain existing security holders of the Company who have expressed an interest in acquiring a number of shares of common stock in the initial public offering in excess of the number of shares that would be permissible under the initial public offering purchaser concentration rules of Nasdaq.

As requested by the Staff, the Registration Statement has been revised by revising the capitalization table on page 55 of Amendment No. 2 as requested to remove the “inventory” line item.

As requested by the Staff, the Company has updated and expanded the disclosure in Note 2 to the financial statements for the six-month period ended June 30, 2024 on page F-14 of Amendment No. 2 to include a reference to:

As requested by the Staff, the Registration Statement has been revised by adding to footnote 5 to the Company’s financial statements for the six-month period ended June 30, 2024, commencing on page F-21 of Amendment No. 2, additional disclosure under the caption “Convertible Notes – Exchange of Whiskey Notes.” The additional disclosure clarifies that the completion of this offering is a condition precedent to the unconditional exchange of the Whiskey Notes and related (original issue) warrants into newly-issued common stock and prepaid warrants that will remain outstanding subsequent to this offering (as it was the condition for their unconditional issuance as equity.) The Company further clarified the terms of the then-to-be-issued prepaid warrants by including the following:

As requested by the Staff, the Company will file with its next amendment to the Registration Statement as Exhibit 10.9 to the Registration Statement the amendment to the Company’s loan agreement with Silverview Credit Partners L.P. mentioned on page 79 of Amendment No. 2 . Such amendment has been substantially negotiated by the parties but has not yet been executed as certain conditions precedent to such execution have not yet been satisfied.

As requested by the Staff, the Company has filed as Exhibit 10.11 to the Registration Statement the form of subscription agreement for the acquisition of the Common Warrants mentioned on page 129 of Amendment No. 2.

As requested by the Staff, the Company has reconciled the disclosure on page Alt-6 of Amendment No. 2 by correcting its inadvertent reference to the NYSE American exchange to reference instead the Nasdaq Capital Market as disclosed on the cover page of the Resale Prospectus.

The Company respectfully advises the Staff that it expects that the offer and sale of the Common Warrants will be made pursuant to a private placement conducted under Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder. The Company believes that its position that the offer of such Common Warrants is subject to the exemption from registration provided by Section 4(a)(2) of the Securities Act falls within the authority established in the no-action letter to Black Box Incorporated (June 26, 1990) (“Black Box”) and Squadron, Ellenoff, Pleasant & Lehrer (February 22, 1992) (“Squadron Ellenoff”) and is further supported by the guidance set forth by the SEC Division of Corporate Finance in Release 33-8828 (the “Release”). In Black Box, the Commission established its view that, for policy reasons, offers and sales of securities to a limited number of purchasers in a transaction subsequent to the filing of a registration statement covering a proposed public offering are permissible if such transactions would be viewed as a valid private placement if viewed separately. In Squadron Ellenoff, the Commission further confirmed its position with respect to the permissibility of a simultaneous registered offering and unregistered offering to a limited number of qualified institutional buyers and institutional accredited investors. More recently, the Commission commented in the Release that “while there are many situations, in which the filing of a registration statement could serve as a general solicitation or general advertising for a concurrent private offering, the filing of a registration statement does not, per se, eliminate a company’s ability to conduct a concurrent private offering, whether it is commenced before or after the filing of a registration statement” and that “if a company is able to solicit interest in a concurrent private placement by contacting prospective investors who (1) were not identified or contacted through the marketing of the public offering and (2) did not independently contact the issuer as a result of the general solicitation by means of the registration statement, then the private placement could be conducted in accordance with Section 4(2) while the registration statement for a separate public offering was pending.”

The Company expects that the only investors in the concurrent private placement will be four existing stockholders of the Company, two of which became stockholders in April 2022 and two of which became stockholders in 2017. The Company believes each of such stockholders has substantial assets in addition to such stockholder’s equity interests in the Company. In light of guidance of the Commission set forth in Black Box, Squadron Ellenoff and the Release, because the investors in the Common Warrants have all been identified based on their pre-existing relationship with the Company and not as a result of the Company’s filing of the registration statement or any reverse inquiry resulting therefrom, the Company believes the offer and sale of shares of the Common Warrants in the concurrent private placement should be viewed as a valid private placement that is separate from the offer and sale of shares of common stock pursuant to the current registered offering.

The Company further notes that the Common Warrants will provide that holders of the Common Warrants shall not be entitled to exercise the Common Warrants, and the Company shall have the right to refuse to honor any request for an exercise, at any time or during any period if the Company determines that such exercise would be prohibited by law or regulation (including, without limitation, the unavailability of a registration of such exercise under the Securities Act, or an exemption from the registration requirements thereof). Accordingly, to the extent that the Company determines that any issuance of common stock pursuant to exercise of Common Warrants would not constitute a valid private placement, the Company will not be obligated to effect such an exercise.

As requested by the Staff, the Company has revised the disclosure on the cover page of the Resale Prospectus and page Alt-6 of Amendment No. 2 to disclose that the Selling Stockholders will sell shares pursuant to the Resale Prospectus only following the consummation of the Company’s initial public offering and the listing of the Company’s common stock on the Nasdaq Capital Market. The cover page of the Resale Prospectus has also been revised to leave room to provide the market price of the common stock as of the latest practical date, once available.

As requested by the Staff, the Company has revised the risk factor on page 47 of Amendment No. 2 and the summary of the anti-takeover effects of certain provisions of the Company’s certificate of incorporation and by-laws on page 126 of Amendment No. 2 to disclose the supermajority vote requirements of the Company’s stockholders to amend, alter, change or repeal the Company’s by-laws or certain provisions of the Company’s certificate of incorporation.