SecProbe.io

CORRESP
1
filename1.htm

September
22, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Real Estate and Construction

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:

    Ms.
    Sonia Bednarowski / Mr. John Dana Brown

    Re:
    Spirits
    Capital Corporation.

    Offering
    Statement on Form 1-A , initially filed August 10, 2023

    File
    No.: 02412312

Dear
Ms. Bednarowski and Mr. Brown:

On
behalf of Spirits Capital Corporation. (the “Company”), we have set forth below responses to the comments of the staff
(the “Staff”) of the Securities and Exchange Commission (the “SEC”) contained in its letter dated
August 28, 2023 with respect to the Company’s Form 1-A (the “Form 1-A”) as noted above. We are also submitting
our amended Form 1-A offering statement (the “Amendment No. 2”) promptly after submission of this letter.

For
your convenience, the text of the Staff’s comments is set forth below in bold, followed in each case by the Company’s responses.
Please note that all references to page numbers in the responses are references to the page numbers in the Form 1-A submitted concurrently
with the submission of this letter in response to the Staff’s comments.

Offering
Statement on Form 1-A Index to Exhibits

Exhibit
2.1, page II-2

1. We
                                            note that your forum selection provision identifies the Court of Chancery of the State of
                                            Delaware as the exclusive forum for certain litigation, including any “derivative action.”
                                            Please disclose whether this provision applies to actions arising under the Securities Act
                                            or Exchange Act. In that regard, we note that Section 27 of the Exchange Act creates exclusive
                                            federal jurisdiction over all suits brought to enforce any duty or liability created by the
                                            Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities Act
                                            creates concurrent jurisdiction for federal and state courts over all suits brought to enforce
                                            any duty or liability created by the Securities Act or the rules and regulations thereunder.
                                            If the provision applies to Securities Act claims, please also revise your prospectus to
                                            state that there is uncertainty as to whether a court would enforce such provision and that
                                            investors cannot waive compliance with the federal securities laws and the
rules and regulations thereunder. If this provision does not apply to actions arising under the Securities Act or Exchange Act, please
also ensure that the exclusive forum provision in the governing documents states this clearly, or tell us how you will inform investors
in future filings that the provision does not apply to any actions arising under the Securities Act or Exchange Act.

Response:
We have amended our Certificate of Incorporation to remove the forum selection clause. The Amended and Restated Certificate of Incorporation
is filed as Exhibit 2.1 to Amendment No. 2. We have also included disclosure in our Amendment No. 2 under the heading “Plan of Distribution” describing the
forum selection provision of the Subscription Agreement, which does not apply to any actions arising under the Securities Act or Exchange
Act.

Exhibit
6.4, page II-2

2. Please
                                            tells us whether the Form of Securities Purchase Agreement is the agreement you intend to
                                            use for sale of your common stock in this offering. If so, please revise the forum selection
                                            provision that identifies the exclusive forum as the state and federal courts sitting in
                                            Orange County, California so that it is consistent with the exclusive forum provision in
                                            Exhibit 2.1. Likewise, please revise the forum selection provision in the Form of Subscription
                                            Agreement filed as Exhibit 4.1 that states that the subscriber and the company consent to
                                            the jurisdiction of any state or federal court in the state of Delaware so that it is consistent
                                            with the exclusive forum provision in Exhibit 2.1. In addition, if the agreement in Exhibit
                                            6.4 is the agreement you intend to use for the sale of common stock in this offering, please
                                            revise your offering circular disclosure to describe the jury waiver provision, including
                                            whether or not the provision applies to claims brought under the federal securities laws
                                            and whether or not the provision applies to secondary purchasers, and add risk factor disclosure
                                            to address the risks related to the provision.

Response:
Exhibit 4.1, the Form of Subscription Agreement, is the agreement we intend to use for sale of your common stock in this offering
We have deleted Exhibit 6.4. Exhibit 4.1 is consistent with our newly Amended and Restated Certificate of Incorporation referenced in
our response to question #1.

***

We
trust that the above is sufficiently responsive to your comments.

Should
you have any questions relating to the foregoing or wish to discuss any aspect of the Company’s filing, please contact our counsel
Ruba Qashu, Partner, Barton LLP at 949-355-5405.

    Sincerely,

    Spirits
    Capital Corporation

    /s/
    Todd Sanders

    Todd
    Sanders

    Chief
    Executive Officer and Chairman