SecProbe.io

August 1, 2024
Dara Albright
President and Chief Executive Officer
Worthy Property Bonds 2, Inc.
11175 Cicero Dr., Suite 100
Alpharetta, GA 30022
Re:Worthy Property Bonds 2, Inc.
Post Qualification Amendment on Form 1-A
Filed July 19, 2024
File No. 024-12206
Dear Dara Albright:
            We have reviewed your amendment and have the following  comments.
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response. After
reviewing any amendment to your offering statement and the information you provide in response
to this letter, we may have additional comments.
Amended Offering Statement on Form 1-A
General
1.We note references to various interest rates on your bonds such as 5.5% on pages 6 and
42. Please revise for consistency. Also, please note your obligations under Rule 252(a) of
Regulation A, including Item 14, paragraph (b)(1) of Part II of Form 1-A. Further, please
note that there is no ability to forward incorporate information from a Form 1-U to an
offering statement on Form 1-A, and that the obligation to file a 1-U is a separate filing
obligation than your filing obligations under Rule 252(f)(2)(ii) and Rule 253(g) of
Regulation A. Please confirm you will ensure that any changes to the terms of your
securities are appropriately reflected in your filings in compliance with Regulation A. In
addition, please revise your risk factor disclosure to address the risks relating to the failure
to file such amendments or supplements when required.
2.Please disclose the termination date for the offering. See Rule 251(d)(3)(i)(F).

August 1, 2024
Page 2
Cover Page
3.It appears you are offering up to $75,000,000 of Worthy Property 2 Bonds; however, the
aggregate sales within the 12 months before the start of and during the current offering of
securities should not exceed $75,000,000. Please reduce your offering both in the offering
circular and in Part I of Form 1-A to reflect sales within the past 12 months.  Also, clarify
the balance of securities remaining unissued in your referral and rewards programs.
Corporate Information, page 10
4.Please provide prominent disclosure regarding the suspension of redemptions by each
of Worthy Peer Capital, Inc and Worthy Peer Capital II, Inc. including the duration of
such suspensions.
Worthy App, page 41
5.We note your disclosure that if an investor engages in the round-up feature, they connect
their debit card or credit card to the App. Every time the user shops or completes any
checking account transaction, the App automatically rounds up their purchase to the next
dollar, tracks the spare change and then permits the user to use it to invest in the Worthy
Property 2 Bonds. The user’s bank accounts are monitored and the money is transferred
via ACH once the round up amounts reach $10.00. Please clarify the terms under which
an investor will acquire bonds under this round up program including to whom the money
is transferred when it reaches $10 and if, for example, the purchase of a Worthy bond
would occur automatically or would require further action by you and the investor. Please
advise how you will ensure you are eligible to offer and sell securities pursuant to
Regulation A at the time of any offers and sales made pursuant to your round up
program. Please ensure that your analysis and disclosure reflects that participants in your
round up program will have the opportunity - before any subsequent purchase of your
securities made with funds from the round up program - to, among other things:
affirmatively confirm their decision to participate in each subsequent purchase; reconfirm
the terms and conditions of the applicable investor agreement (including compliance with
the investment limitations and qualifications for purchaser status set forth in Rule
251(d)(2)(i)(C)); and receive your latest offering circular. Please revise to include all
material terms about the round up program in your offering circular.
Worthy Property Bond 2 Referral Program, page 55
6.We note your disclosure on page 55 that referees must purchase at least one bond to
qualify to receive the Referral Bonds. Please reconcile this with the disclosure on page 56
that the Referree would not be required to fund his or her account on the Worthy Fintech
Platform in order for the Referrer and the Referree to each receive a Referral Reward.  We
also note your disclosure that you are offering up to $125,000 of your Worthy Property 2
Bonds as rewards under your Worthy Property Bond 2 Referral Program. Please clarify
whether investors will be entitled to an investor referral bond once you have issued
all $125,000 of the referral bonds.

August 1, 2024
Page 3
7.We note that you encourage existing investors to recruit new investors to become
bondholders. We note that if an existing investor successfully recruits a new investor, the
member earns additional Worthy Property 2 Bonds. Please tell us why existing investors
who recruit persons to become investors are not acting as unregistered broker-dealers.
Worthy Property Bonds 2 Rewards Program, page 57
8.We note your reward program offers of securities will initially be presented to individuals
from time to time via email, through your app and/or social media channels and/or
through your marketing partners when investors take actions to help support the company.
and that the offer presented to an individual will specify the eligibility criteria. Please
provide more details regarding this program and explain how offering securities from time
to time is consistent with Securities Act Rule 251(d)(3)(i)(F).
            We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Ruairi Regan at 202-551-3269 or Pam Howell at 202-551-3357 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Frank Borger Gilligan, Esq.