SecProbe.io

September 12, 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 August 22, 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 the revisions made in response to prior comment 1. Revise the cover page, as
well as the disclosure throughout the offering statement, to clarify that you will file a post-
qualification amendment or a supplement to the offering statement to announce any
increase in the interest rate above the 6% base rate, or any extension of the current
offering of higher rates. 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 revise the risk factor to clearly
disclose the failure to file the post-qualification amendment or supplement, as needed.
Worthy App, page 42
We note your revisions to the round-up feature in response to prior comment 5; however,
it does not appear that an investor must affirmatively confirm their decision to participate
in each subsequent purchase and it is also unclear how an investor will reconfirm the 2.

September 12, 2024
Page 2
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)). Please revise further or advise.
Worthy Property Bond 2 Referral Program, page 55
3.We note your response to Comment 7 and reissue. Please tell us, giving consideration to
the new structure of the Referral Program, why existing investors who receive
compensation for recruiting persons to open a new account with the Company on the
Worthy Fintech Platform are not acting as unregistered brokers.
Worthy Property Bonds 2 Rewards Program, page 57
4.We note your revised disclosure in response to prior comment 8; however, given you have
not disclosed the terms under which the rewards may be earned and appear to reserve the
right to disclose and change those terms from time to time it remains unclear how you
concluded that offering securities from time to time in this manner is consistent with
Securities Act Rule 251(d)(3)(i)(F). Please revise your offering accordingly.
            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.