Correspondence 0001493152-25-003360 from Worthy Property Bonds 2, Inc. (CIK 0001971864)
Worthy Property Bonds 2, Inc. (CIK 0001971864)
Date: Jan. 23, 2025 · CIK: 0001971864 · Accession: 0001493152-25-003360
AI Filing Summary & Sentiment
File numbers found in text: 024-12206
Referenced dates: November 5, 2024
Letter
United States Securities and Exchange Commission Division of Corporation Finance Re: Worthy Property Bonds 2, Inc. Post-Qualification Amendment on Form 1-A Filed December 31, 2024 File No. 024-12206
Dear Mr. Regan:
We serve as counsel to Worthy Property Bonds 2, Inc. (the “Company”) and have been asked to provide this narrative response to your comment letter, dated January 17, 2025, on behalf of the Company. Where applicable, revisions have been made to the Company’s Amended Offering Statement, which has been filed as Amendment No. 7 (“Amendment 7”) to Offering Statement on Form 1-A (the “Offering Statement”). The Company responds as follows:
Comment #1
Amended Offering Statement on Form 1-A
General
We note your response to comment 6 in our letter dated November 5, 2024. While we do not have any further comments at this time regarding your response, please understand that our decision not to issue additional comments on this topic should not be interpreted to mean that we either agree or disagree with your analysis with respect to this matter. Finally, we note that Rule 12g5-1(a)(7) of the Exchange Act only applies to securities issued in a Tier 2 offering pursuant to Regulation A.
Response:
Understood.
Comment #2
Cover page
We note your disclosure regarding the offering of $2,280 Worthy Property 2, Bonds on the cover page and elsewhere. Please revise to clarify that the $2,280 bonds have already been sold and are not being offered pursuant to this offering. Also, please tell us under what exemption under the Securities Act these securities were offered and sold, or advise.
Response:
In Amendment 7 the Company has clarified that the $2,280 of Worthy Property 2 Bonds under the Worthy Property 2 Bond Reward Program (which program was thereafter terminated), have already been issued and are not being offered pursuant to this offering. Said bonds were issued under the offering set forth in the Offering Statement.
Comment #3
Worthy Property Bond 2 Referral Program, page 55
We note your response to prior comment 1 and that it still appears that your worthypropertybonds website includes the following language - When a new user referred by an existing user (or marketing partner link) opens a Worthy account for the first time and completes their first bond purchase, a free, $10 bond will be awarded to the new customer’s account. We also note that worthybonds website states that - When a new user referred by an existing user (or marketing partner link) opens a Worthy account and connects a verified funding source for the first time and enrolls in an eligible offering, a free, $10 bond will be awarded to the new customer’s account. Please reconcile and also explain what actions an investor needs to take to enroll in an eligible offering.
Response:
The Company updated the disclosure on the worthypropertybonds website and the worthy bonds website such that the disclosure therein is the same as the disclosure regarding the Referral Program as set forth in the Offering Statement.
Very
truly yours,
/s/
Clint J. Gage
Show Raw Text
CORRESP
1
filename1.htm
350
East Las Olas Boulevard, Suite 1750
Ft.
Lauderdale, FL 33301-4268
Telephone:
954-991-5420
Facsimile:
844-670-6009
http://www.dickinsonwright.com
Clint
J. Gage
CGage@dickinsonwright.com
954-991-5425
January
23, 2025
Ruairi
Regan
United
States Securities and Exchange Commission
Division
of Corporation Finance
Washington,
DC 20549
Re:
Worthy
Property Bonds 2, Inc.
Post-Qualification
Amendment on Form 1-A
Filed
December 31, 2024
File
No. 024-12206
Dear
Mr. Regan:
We
serve as counsel to Worthy Property Bonds 2, Inc. (the “Company”) and have been asked to provide this narrative response
to your comment letter, dated January 17, 2025, on behalf of the Company. Where applicable, revisions have been made to the Company’s
Amended Offering Statement, which has been filed as Amendment No. 7 (“Amendment 7”) to Offering Statement on Form
1-A (the “Offering Statement”). The Company responds as follows:
Comment
#1
Amended
Offering Statement on Form 1-A
General
We
note your response to comment 6 in our letter dated November 5, 2024. While we do not have any further comments at this time regarding
your response, please understand that our decision not to issue additional comments on this topic should not be interpreted to mean that
we either agree or disagree with your analysis with respect to this matter. Finally, we note that Rule 12g5-1(a)(7) of the Exchange Act
only applies to securities issued in a Tier 2 offering pursuant to Regulation A.
Response:
Understood.
Comment
#2
Cover
page
We
note your disclosure regarding the offering of $2,280 Worthy Property 2, Bonds on the cover page and elsewhere. Please revise to clarify
that the $2,280 bonds have already been sold and are not being offered pursuant to this offering. Also, please tell us under what exemption
under the Securities Act these securities were offered and sold, or advise.
Response:
In
Amendment 7 the Company has clarified that the $2,280 of Worthy Property 2 Bonds under the Worthy Property 2 Bond Reward Program (which
program was thereafter terminated), have already been issued and are not being offered pursuant to this offering. Said bonds were
issued under the offering set forth in the Offering Statement.
Comment
#3
Worthy
Property Bond 2 Referral Program, page 55
We
note your response to prior comment 1 and that it still appears that your worthypropertybonds website includes the following language
- When a new user referred by an existing user (or marketing partner link) opens a Worthy account for the first time and completes
their first bond purchase, a free, $10 bond will be awarded to the new customer’s account. We also note that worthybonds website
states that - When a new user referred by an existing user (or marketing partner link) opens a Worthy account and connects a verified
funding source for the first time and enrolls in an eligible offering, a free, $10 bond will be awarded to the new customer’s account.
Please reconcile and also explain what actions an investor needs to take to enroll in an eligible offering.
Response:
The
Company updated the disclosure on the worthypropertybonds website and the worthy bonds website such that the disclosure therein is the
same as the disclosure regarding the Referral Program as set forth in the Offering Statement.
Very
truly yours,
/s/
Clint J. Gage
Clint
J. Gage
CJG:sm
Enclosures