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
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File numbers found in text: 024-11150
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CORRESP
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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