S-1 S-1/A EX-FILING FEES 333-289870 0001788230 Heritage Distilling Holding Company, Inc. N/A N/A 0001788230 2025-10-15 2025-10-15 0001788230 1 2025-10-15 2025-10-15 0001788230 2 2025-10-15 2025-10-15 0001788230 3 2025-10-15 2025-10-15 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables
S-1
Heritage Distilling Holding Company, Inc.

Table 1: Newly Registered and Carry Forward Securities | ☐Not Applicable
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|  | Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | Carry Forward Form Type | Carry Forward File Number | Carry Forward Initial Effective Date | Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
Newly Registered Securities
Fees to be Paid |  |  |  |  |  |  |  |  |  |  |  |  |
Fees Previously Paid | 1 | Equity | Common Stock, $0.0001 par value per share | Other | 152,498,518 | $ 0.6691 | $ 102,036,758.39 |  | $ 14,091.28 |  |  |  |
Fees Previously Paid | 2 | Equity | Common Stock issuable upon the exercise of warrants | Other | 266,858,967 | $ 0.6691 | $ 178,555,334.82 |  | $ 24,658.49 |  |  |  |
Fees Previously Paid | 3 | Equity | Common Stock issuable upon the settlement of the Company's outstanding restricted stock units | Other | 2,500,000 | $ 0.6691 | $ 1,672,750.00 |  | $ 231.01 |  |  |  |
Carry Forward Securities
Carry Forward Securities |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  | Total Offering Amounts: |  | $ 282,264,843.21 |  | $ 38,980.78 |  |  |  |
|  |  | Total Fees Previously Paid: |  |  |  | $ 29,713.09 |  |  |  |
|  |  | Total Fee Offsets: |  |  |  | $ 0.00 |  |  |  |
|  |  | Net Fee Due: |  |  |  | $ 9,267.69 |  |  |  |

Offering Note |

1 | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), this registration statement shall also cover shares (the "Shares") of common stock, par value $0.0001 per share (the "Common Stock"), of Heritage Distilling Holding Company, Inc. (the "Company") that may become issuable upon any share split, share dividend, recapitalization or other similar transaction effected without the Company's receipt of consideration which results in an increase in the number of the outstanding Common Stock. Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rules 457(c) under the Securities Act of 1933, as amended, based on the average of the high and low prices of the Company's Common Stock on October 14, 2025, a date within five (5) business days of the filing of this registration statement. All the shares of Common Stock are to be offered for resale by the selling stockholders named in the prospectus contained in this Registration Statement on Form S-1. The Company will not receive any proceeds from the sale of the Common Stock by the selling stockholders. On August 26, 2025, the Company paid a registration fee of $29,713.09 in connection with the initial filing of this registration statement. In accordance with the Securities Act and the rules promulgated thereunder, the Company is permitted to recalculate the total filing fee due for this registration statement in its entirety and claim an offset pursuant to Rule 457(b) under the Securities Act in the amount of the filing fee previously paid in connection with the registration statement. The offset claimed is listed under "Total Fees Previously Paid."
2 | Pursuant to Rule 416(a) under the Securities Act, this registration statement shall also cover the Shares of Common Stock of the Company that may become issuable upon any share split, share dividend, recapitalization or other similar transaction effected without the Company's receipt of consideration which results in an increase in the number of the outstanding Common Stock. Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rules 457(c) under the Securities Act of 1933, as amended, based on the average of the high and low prices of the Company's Common Stock on October 14, 2025, a date within five (5) business days of the filing of this registration statement. All the shares of Common Stock are to be offered for resale by the selling stockholders named in the prospectus contained in this Registration Statement on Form S-1. The Company will not receive any proceeds from the sale of the Common Stock by the selling stockholders. On August 26, 2025, the Company paid a registration fee of $29,713.09 in connection with the initial filing of this registration statement. In accordance with the Securities Act and the rules promulgated thereunder, the Company is permitted to recalculate the total filing fee due for this registration statement in its entirety and claim an offset pursuant to Rule 457(b) under the Securities Act in the amount of the filing fee previously paid in connection with the registration statement. The offset claimed is listed under "Total Fees Previously Paid."
3 | Pursuant to Rule 416(a) under the Securities Act, this registration statement shall also cover the Shares of Common Stock of the Company that may become issuable upon any share split, share dividend, recapitalization or other similar transaction effected without the Company's receipt of consideration which results in an increase in the number of the outstanding Common Stock. Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rules 457(c) under the Securities Act of 1933, as amended, based on the average of the high and low prices of the Company's Common Stock on October 14, 2025, a date within five (5) business days of the filing of this registration statement. All the shares of Common Stock are to be offered for resale by the selling stockholders named in the prospectus contained in this Registration Statement on Form S-1. The Company will not receive any proceeds from the sale of the Common Stock by the selling stockholders. On August 26, 2025, the Company paid a registration fee of $29,713.09 in connection with the initial filing of this registration statement. In accordance with the Securities Act and the rules promulgated thereunder, the Company is permitted to recalculate the total filing fee due for this registration statement in its entirety and claim an offset pursuant to Rule 457(b) under the Securities Act in the amount of the filing fee previously paid in connection with the registration statement. The offset claimed is listed under "Total Fees Previously Paid."

Table 2: Fee Offset Claims and Sources | ☑Not Applicable
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|  | Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Fee Offset Source
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A
Fee Offset Sources | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A
Rule 457(p)
Fee Offset Claims | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A
Fee Offset Sources | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A

Table 3: Combined Prospectuses | ☑Not Applicable
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| Security Type | Security Class Title | Amount of Securities Previously Registered | Maximum Aggregate Offering Price of Securities Previously Registered | Form Type | File Number | Initial Effective Date
--- | --- | --- | --- | --- | --- | --- | ---
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A