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June 14, 2024
Sally Outlaw
Chief Executive Officer
Worthy Wealth, Inc.
11175 Cicero Drive, Suite 100
Alpharetta, Georgia 30022
Re:Worthy Wealth, Inc.
Amended Offering Statement on Form 1-A
Filed May 30, 2024
File No. 024-12388
Dear Sally Outlaw:
            We have reviewed your amended offering statement 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. Unless we note otherwise,
any references to prior comments are to comments in our April 15, 2024 letter.
Amended Offering Statement on Form 1-A
General
1.We note that you have revised the offering to be a best efforts offering and that you are no
longer required to raise a minimum of $10,000,000.  Please disclose your business plans
in the event you are unable to raise $10,000,000 and fund the closing of the acquisition.
We may have additional comments.
2.While we do not have any further comments at this time regarding your response to prior
comment 2, please understand that our decision not to issue additional comments should
not be interpreted to mean that we either agree or disagree with your response, including
any conclusions you have made, positions you have taken and practices you have engaged
in or may engage in with respect to this matter.
3.We note your response to prior comment 6. Please note your obligations under Rule
252(a) of Regulation A, including Item 14, paragraph (b)(1) of Part II of Form 1-A.

 FirstName LastNameSally Outlaw
 Comapany NameWorthy Wealth, Inc.
 June 14, 2024 Page 2
 FirstName LastNameSally Outlaw
Worthy Wealth, Inc.
June 14, 2024
Page 2
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.
Cover Page
4.Please reconcile the termination of the offering disclosure on the cover page with the
disclosure on page 50. In addition, please reconcile the cover page revisions indicating no
minimum to the offering with disclosures elsewhere continuing to reference the minimum.
For example, see disclosure on pages 13 and 50.
Risk Factors
The Company, or the Target Companies, may be subject to fines and penalties, page 20
5.Please further revise this risk factor to identify clearly the target company which has filed
a post-qualification amendment to Form 1-A after 12 months from its qualification date.
Also, revise to disclose the total number and value of securities sold on or after October
31, 2023, the date when your financial statements became stale.
The Company's Bylaws contain a forum selection..., page 23
6.We note your revised disclosure that the forum selection provision shall not apply to
claims or causes of action brought to enforce a duty or liability created by the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or any
other claim for which the federal courts have exclusive jurisdiction.  We also note similar
carve outs for the attorney fees provision, Please revise your bylaws to ensure that the
exclusive forum provision and attorney fee provision in the governing documents states
this clearly or tell us how you will inform investors in future filings that the provision
does not apply to any actions arising under the Securities Act or Exchange Act.
Description of Business, page 28
7.Your revised disclosure in response to prior comment 15 does not appear to include much
of the information contained in your March 26, 2024 response to comment 16 including -
 The types of investments Worthy Wealth, Inc. intends to make include 1-3 year first
mortgages for smaller developers, a combination of first mortgages and equity interest in
real estate for larger developers, and investments in infrastructure development projects
for major U.S. homebuilders. The anticipated business model to be executed through
wholly-owned subsidiaries would include loans and investments from $500,000 to
$5,000,000 secured by or including ownership interest in, properties with loan or
investment to value ratios (supported by extensive third-party appraisals) of

 FirstName LastNameSally Outlaw
 Comapany NameWorthy Wealth, Inc.
 June 14, 2024 Page 3
 FirstName LastName
Sally Outlaw
Worthy Wealth, Inc.
June 14, 2024
Page 3
approximately 67% and generating yields of between 11% and 17%. Please further revise
to include this disclosure.
Certain Relationships and Related Party Transactions, page 44
8.Please describe the material terms of each of your related party agreements, as disclosed
in this section.
Pro Forma Financial Statements, page F-74
9.Please revise your pro forma financial statement to remove any offering proceeds as your
offering is a best-efforts offering with no minimum.
10.Please tell us your basis for including the proposed acquisition of Worthy Property Bonds,
Inc. and Worthy Property Bonds 2, Inc. from Worthy Financial, Inc. in your pro forma
financial statements. In your response, please tell us how you have determined the
acquisition is probable, given that this is a best-efforts offering, and the acquisition
requires a minimum cash payment of $10,000,000.
Exhibits
11.We note the reference to TAG Financial Institutions Group, LLC and the fairness opinion
with respect to the Acquisition. Please file the consent required by Exhibit 11 of Item 17.
12.Please revise the legality opinion to opine as to whether the shares will be nonassessable.
            Please contact Eric McPhee at 202-551-3693 or Kristina Marrone at 202-551-3429 if you
have questions regarding comments on the financial statements and related matters. 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.