SecProbe.io

CORRESP
1
filename1.htm

October
11, 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.

    Amendment
    No. 2 to Offering Statement on Form 1-A Filed September 22, 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
September 26, 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. 3”).

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.

Amendment
No. 2 to Offering Statement on

Form 1-A Exhibit 2.2, page II-2

1. Refer
                                            to your response to comment 1. We note that you have removed the forum selection provision
                                            from Exhibit 2.1 but that you have added the forum selection provision to Exhibit 2.2. 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 actions.”
                                            Please disclose whether this provision applies to actions arising under 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. We note that your forum selection provision also identifies
                                            the federal district courts as the exclusive forum for the resolution of any complaint asserting
                                            a cause of action arising under the Securities Act. 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.
                                            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 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 Exchange
                                            Act. In addition, please address the forum selection provision in your risk factors section.

Response:
Our board of directors has amended Exhibit 2.2 to remove the forum selection provision in its entirety. Revised Exhibit 2.2 is being
submitted with Amendment No. 3.

Exhibit
4.1, page II-2

2. Refer
                                            to your response to comment 2. Please revise your offering circular disclosure to correctly
                                            identify the provision of the forum selection provision in Exhibit 4.1, to make the provision
                                            consistent with the forum selection provision in Exhibit 2.2 and add risk factor disclosure
                                            regarding the risks related to the forum selection provision of Exhibit 4.1.

Response:
We removed the forum selection provision from Exhibit 2.2. (See Response #1 above). We also updated the forum selection provision
in Exhibit 4.1. We updated disclosure regarding the forum selection in Exhibit 4.1 and added a risk factor disclosure addressing the
same. Revised Exhibit 4.1 is being submitted with Amendment No. 3.

***

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