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SEC Company Response from Worthy Peer Capital II, Inc. (CIK 0001800207) — Mar 13, 2020

Worthy Peer Capital II, Inc. (CIK 0001800207)
Date: March 13, 2020 · CIK: 0001800207 · Accession: 0001493152-20-003893

AI Filing Summary & Sentiment

File numbers found in text: 024-11150

Date
March 13, 2020
Author
Chief
Form
CORRESP
Company
Worthy Peer Capital II, Inc. (CIK 0001800207)

Letter

Office of Finance Division of Corporation Finance Securities and Exchange Commission File No. 024-11150 Acceleration Request Requested Date: Tuesday, March 17, 2020 Requested Time: 10:00 AM Eastern Time

Dear Ms. Bednarowski:

Worthy Peer Capital II, Inc. (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to declare the above-captioned Offering Statement on Form 1-A qualified at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable.

The Company hereby authorizes Craig D. Linder, who is an attorney with the Company’s outside legal counsel, Anthony L.G., PLLC, to orally modify or withdraw this request for acceleration.

The Company hereby acknowledges that:

● should the Commission or the staff of the Commission, acting pursuant to delegated authority, declare the filing qualified, it does not foreclose the Commission from taking any action with respect to the filing;

● the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing qualified, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

● the Company may not assert the staff comments and the declaration of qualification as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Ms. Sonia Bednarowski

Securities and Exchange Commission

March 13, 2020

Page

The Company also agrees that it will only sell Worthy II Bonds pursuant to the subject Offering Statement in states where the offering is registered or where there is an applicable exemption from the applicable state’s securities law available.

The Company requests that it be notified of such qualification by a telephone call to Craig D. Linder at (561) 514-0936 or email to him at: clinder@anthonypllc.com.

Worthy Peer Capital II, Inc.

By: /s/ Sally Outlaw

Sally Outlaw

Chief Executive Officer

Show Raw Text
CORRESP
1
filename1.htm

Worthy
Peer Capital II, Inc.

One
Boca Commerce Center

551
NW 77 Street, Suite 212

Boca
Raton, FL 33487

(561)
288-8467

March
13, 2020

Ms.
Sonia Bednarowski

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

Acceleration
Request

Requested
Date: Tuesday, March 17, 2020

Requested
Time: 10:00 AM Eastern Time

Dear
Ms. Bednarowski:

Worthy
Peer Capital II, Inc. (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”)
take appropriate action to declare the above-captioned Offering Statement on Form 1-A qualified at the “Requested Date”
and “Requested Time” set forth above or as soon thereafter as practicable.

The
Company hereby authorizes Craig D. Linder, who is an attorney with the Company’s outside legal counsel, Anthony L.G., PLLC,
to orally modify or withdraw this request for acceleration.

The
Company hereby acknowledges that:

    ●
    should
    the Commission or the staff of the Commission, acting pursuant to delegated authority, declare the filing qualified, it does
    not foreclose the Commission from taking any action with respect to the filing;

    ●
    the
    action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing qualified, does not
    relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    ●
    the
    Company may not assert the staff comments and the declaration of qualification as a defense in any proceeding initiated by
    the Commission or any person under the federal securities laws of the United States.

Ms.
Sonia Bednarowski

Securities
and Exchange Commission

March
13, 2020

Page
2

The
Company also agrees that it will only sell Worthy II Bonds pursuant to the subject Offering Statement in states where the
offering is registered or where there is an applicable exemption from the applicable state’s securities law available.

The
Company requests that it be notified of such qualification by a telephone call to Craig D. Linder at (561) 514-0936 or email to
him at: clinder@anthonypllc.com.

    Worthy
    Peer Capital II, Inc.

    By:
    /s/
    Sally Outlaw

    Sally
    Outlaw

    Chief
    Executive Officer