SecProbe.io

CORRESP
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ANTHONY
L.G., PLLC

    laura
                                         aNTHONy, esq

        GEOFFREY
        ASHBURNE, ESQ*

        JOHN
        CACOMANOLIS, ESQ**

        CHAD
        FRIEND, ESQ, LLM

        SVETLANA
        ROVENSKAYA, ESQ***

    www.ANTHONYPLLC.com

        WWW.SECURITIESLAWBLOG.COM

        WWW.LAWCAST.COM

        DIRECT
        E-MAIL: LANTHONY@ANTHONYPLLC.COM

    OF
                                         COUNSEL:

        MICHAEL
        R. GEROE, ESQ, CIPP/US****

        CRAIG
        D. LINDER, ESQ*****

        PETER
        P. LINDLEY, ESQ, CPA, MBA

        KIMBERLY
        L. RUDGE, ESQ

        STUART
        REED, ESQ

        MARC
        S. WOOLF, ESQ

*licensed
in CA

**licensed
in FL and NY

***licensed
in NY and NJ

****licensed
in CA, DC, MO and NY

*****licensed
in CA, FL and NY

March
6, 2020

VIA
ELECTRONIC EDGAR FILING

Office
of Finance

Division
of Corporation Finance

Securities
and Exchange Commission

100
F. Street, N.E.

Washington,
D.C. 20549

    Re:
    Worthy
                                         Peer Capital II, Inc.

        Offering
        Statement on Form 1-A

        Filed
        February 5, 2020

        File
        No. 024-11150

Dear
Sir or Madam:

We
have electronically filed herewith on behalf of Worthy Peer Capital II, Inc. (the “Company”) Amendment No. 1 (“Amendment
No. 1”) to the above-referenced offering statement on Form 1-A originally filed on February 5, 2020 (“Form 1-A”).
Amendment No. 1 is marked with < R > tags to show changes made from the original Form 1-A filed on February 5, 2020. In
addition, we have included a narrative response herein keyed to the comments of the staff of the Division of Corporation Finance
(the “Staff”) set forth in the Staff’s comment letter to Sally Outlaw dated March 3, 2020. We trust you shall
deem Amendment No. 1 and the contents of this transmittal letter responsive to your comment letter.

Office
of Finance

Division
of Corporation Finance

Securities
and Exchange Commission

March
6, 2020

Page
2

Part
II

Use
of Proceeds, page 15

Comment:

1.
We note your disclosure on page 15 that 5% of the proceeds will used for payments under the Management Services Agreement.
In this regard, we note your disclosure that you have not yet determined the the monthly fee or the fee for the annual salaries
of the executive officers and other personnel employed by Worthy Management. To the extent that you are paying back the amount
of advances that WFI provided, please set forth the interest rate and maturity of such indebtedness. Also, please clarify whether
this payment is remuneration based either directly or indirectly on the bonds sold in this offering. In this regard, we note that
the payment to WFI appears to be based on the number of bonds sold in the offering.

Response:

In
response to the Staff’s comment, with respect to WFI, the Company’s parent company, the Form 1-A has been revised
to clarify that the Company will not be paying back to WFI, any of the advances made to the Company by WFI, therefore there is
no interest rate or maturity associated with such advances by WFI.

With
respect to Worthy Management, an affiliate providing management services to the Company, the Company is obligated to reimburse
Worthy Management, for the costs incurred by Worthy Management in paying for the staff and office expenses for the Company under
the Amended and Restated Management Services Agreement dated March 5, 2020 (the “Management Services Agreement”) between
the Company and Worthy Management. There is no interest rate or maturity associated with the obligations to reimburse Worthy Management
under the Management Services Agreement and the Form 1-A has been revised accordingly to reflect that.

The
Form 1-A has also been revised to clarify that the reimbursement amounts payable to Worthy Management by the Company will accrue
until the Company can make reimbursement payments to Worthy Management from up to 5% of the proceeds of this offering and distributions
from Worthy Lending II, the Company’s operating subsidiary (generated from the income from the operations from Worthy Lending
II), which reimbursement payments will be made in advance on a monthly basis.

Our
Business, page 18

Comment:

2.
We note your disclosure on page 18 that your business model is centered primarily around providing loans for small businesses,
including loans to manufacturers, wholesalers, and retailers secured by inventory, accounts receivable and/or equipment and purchase
order financing. Please revise your business section to disclose your plan of operation so that investors understand how and when
you plan on providing loans, acquiring real estate and making investments, including whether loans will be referred to you by
WFI and whether you have any contracts with third parties related to the services you intend to provide. In this regard, we note
your disclosure in your Risk Factors section that you intend to contract with third parties to provide services related to your
online web lending and marketing as well as systems that automate the servicing of your loan portfolios.

Response:

In
response to the Staff’s comment, the Company has revised the business section in the Form 1-A to include a plan of operations
on page 22 to address all of the Staff’s questions and concerns in this comment.

Worthy
Causes, page 20

Office
of Finance

Division
of Corporation Finance

Securities
and Exchange Commission

March
6, 2020

Page
3

Comment:

3.
We note your disclosure on page 20 that bonds can be donated to charitable organizations. Please disclose if your investors
will be charged a 1% transfer fee for making contributions via your Worthy Causes program.

Response:

In
response to the Staff’s comment, the Company has revised the Form 1-A to clarify that investors will not be charged any
transfer fee for making contributions via the Worthy Causes program.

Management

Directors
and Executive Officers

Involvement
in Certain Legal Proceedings, page 24

Comment:

4.
We note your disclosure regarding the Order Instituting Cease-and-Desist Proceedings pursuant to Section 21C of the Exchange
Act issued by the U.S. Securities and Exchange Commission on September 30, 2016 to Mr. D’Arelli. Please revise your offering
circular summary to include a summary of the order.

Response:

In
response to the Staff’s comment, the Company has revised the Form 1-A to include a summary of the referenced order in the
offering circular summary.

Description
of the Worthy II Bonds, page 26

Comment:

5.
We note your disclosure on page 26 that the bonds are “renewable at the option of the bond holder.” Please disclose
the process to renew the bonds and that the bonds may be renewed for up to two additional three year terms. In addition, please
disclose that Worthy II Bonds, prior to the maturity date, are prepayable upon five days notice by Worthy Peer Capital II to the
bond holder and that the outstanding principal balance together with the interest will be credited to the bond holder’s
account within five business days following the prepayment date. Also disclose that prior to the maturity date, the bond holder
has the right to cause Worthy Peer Capital II to repurchase the bond at any time upon five days notice and that the outstanding
principal balance together with the interest earned through the repurchase date will be credited to the bondholder’s account
within five business days or, if the bondholder withdraws an aggregate amount greater than $50,000 in any 30 day period, but,
if a bondholder holds in the aggregate a principal amount greater than $100,000, the bondholder may not exercise its right to
cause the company to repurchase any portion of the Worthy II Bonds for a period of at least twelve months from the date of purchase.

Response:

In
response to the Staff’s comment, the Company has revised the Form 1-A to disclose the process to renew the bonds and that
the bonds may be renewed for up to two additional three year terms. The Company also revised the Form 1-A disclosure to include
disclosure that Worthy II Bonds, prior to the maturity date, are prepayable upon five days notice by the Company to the bond holder
and that the outstanding principal balance together with the interest will be credited to the bond holder’s account within
five business days following the prepayment date and to also disclose that prior to the maturity date, the bond holder has the
right to cause the Company to repurchase the bond at any time upon five days notice and that the outstanding principal balance
together with the interest earned through the repurchase date will be credited to the bondholder’s account within five business
days or, if the bondholder withdraws an aggregate amount greater than $50,000 in any 30 day period, then it may take up to thirty (30) days to process the payment and remit the funds back to the bondholder’s
account and if a bondholder holds in the aggregate a principal amount greater than $100,000, the bondholder may not exercise its
right to cause the Company to repurchase any portion of the Worthy II Bonds for a period of at least twelve months from the date
of purchase.

Office
                                         of Finance

Division
of Corporation Finance

Securities
and Exchange Commission

March
6, 2020

Page
4

Comment:

6.
Please disclose whether you plan on claiming an exemption for the renewals of the bonds or whether you intend to register the
renewals. If you intend to use the exemption provided under Regulation A, please disclose to investors whether you intend to use
the current Form 1-A or to qualify a new one. Please confirm your understanding that if Regulation A is used for the renewals,
the aggregate offering amount available to you under Regulation A would be reduced by the amount of the renewed bonds.

Response:

In
response to the Staff’s comment, the Company has revised the Form 1-A to state that the Company does not plan to register
the renewals of the bonds and that the Company intends to use the exemption provided under Regulation A by filing a new Form 1-A
for the renewals. We also confirm the Company’s understanding that that if Regulation A is used for the renewals, the aggregate
offering amount available to the Company under Regulation A would be reduced by the amount of the renewed bonds.

Comment:

7.
We note your disclosure on page 26 that bond holders “may be charged a transaction fee if the method of payment requires
the company to incur an expense.” Please disclose how the transaction fee will be calculated.

Response:

In
response to the Staff’s comment, the Company has revised the Form 1-A to disclose that the transaction fee will be an amount
equal to the amount that the Company will be charged by the payment processor.

Comment:

8.
Your disclosure on page 26 that the “Worthy II Bonds will be governed and construed in accordance with the laws of the
State of Florida” is inconsistent with the Form of Worthy II Bond and the Worthy II Bond Investor Agreement filed as exhibits
to your offering statement, which state that the Bond will be governed and interpreted in accordance with the laws of the State
of Delaware. Please revise for consistency. Similarly, your disclosure states that you are a Florida corporation but your Form
of Worthy II Bond and the Worthy II Bond Investor Agreement state that you are a Delaware corporation and refer to the bond as
a Worthy Bond instead of as a Worthy II Bond. Please revise for clarity and consistency.

Response:

In
response to the Staff’s comment, the Company has revised the Form of Worthy II Bond and the Form of Worthy II Bond Investor
Agreement filed as exhibits to the Form 1-A, for clarity and consistency, to correctly state that the Bond will be governed and
interpreted in accordance with the laws of the State of Florida and to state that the Company is a Florida corporation and to
refer to the bond as a Worthy II Bond.

Plan
of Distribution

Arbitration,
page 30

Office
                                         of Finance

Division
of Corporation Finance

Securities
and Exchange Commission

March
6, 2020

Page
5

Comment:

9.
We note that Section 13 of your Worthy II Bond Investor Agreement contains a binding arbitration provision, a jury waiver provision
and a class action waiver. Please revise your offering statement on page 26 and in your risk factors section on page 15 to further
describe the arbitration, jury waiver and class action waiver provisions, including a detailed description of the opt-out provision
regarding your arbitration provision. In addition, describe any questions as to enforceability under federal laws, and clarify
whether each of these provisions applies to claims under the federal securities laws and whether each such provision applies to
claims other than in connection with this offering. To the extent that any of these provisions apply to federal securities laws
claims, please revise the disclosure to state that by agreeing to such provisions, investors will not be deemed to have waived
the company’s compliance with the federal securities laws and the rules and regulations thereunder.

Response:

We
note that Section 13 of your Worthy II Bond Investor Agreement contains a binding arbitration provision, a jury waiver provision
and a class action waiver. Please revise your offering statement on page 26 and in your risk factors section on page 15 to further
describe the arbitration, jury waiver and class action waiver provisions, including a detailed description of the opt-out provision
regarding your arbitration provision

In
response to the Staff’s comment, the Company has revised the disclosure on pages 15 and 30 and 31 (formerly page
26) of the Form 1-A.

In
addition, describe any questions as to enforceability under federal laws.

Based
on past court decisions by Florida state courts and federal courts, the Company believes that such courts generally respect the
contractual decision of the parties to submit their disputes to arbitration and such arbitration provision is generally enforceable
under federal law and the laws of the State of Florida subject to certain exceptions, such as corruption, fraud or undue means.

While
the enforceability of a contractual pre-dispute jury and class action waivers in connection with claims arising under the federal
securities laws has not been finally adjudicated by the United States Supreme Court, based on past court decisions, the Company
believes that a contractual pre-dispute jury and class action waiver provisions are generally enforceable, including under the
federal laws and laws of the State of Florida. In determining whether to enforce a contractual pre-dispute jury and class action
waivers, courts will generally consider whether a party knowingly, intelligently and voluntarily waived the right to a jury trial
and class action. We believe this is the case with respect to the Worthy II Bond Investor Agreement as such provision with respect
to waivers of jury trial and class action has been described in the Form 1-A.

In
response to the Staff’s comment, the Company has revised the disclosure on pages 15 and 30 and 31 of the Form
1-A.

Clarify
whether each of these provisions applies to claims under the federal securities laws and whether each such provision applies to
claims other than in connection with this offering.

The
Company respectfully submits that:

    (a)
    The
    arbitration provision in the Worthy II Bond Investor Agreement is intended to apply to all claims and disputes between or
    involving the parties to the Worthy II Bond Investor Agreement (which include holders of the Worthy II Bonds) arising directly
    or indirectly from the relationship created by the Worthy II Bond Investor Agreement, including any claims under the U.S.
    federal securities law and claims other than in connection with this offering;

    (b