SEC Comment Letter 0000000000-24-009712 to WORTHY WEALTH, INC. (CIK 0002007516)
WORTHY WEALTH, INC. (CIK 0002007516)
Date: Aug. 26, 2024 · CIK: 0002007516 · Accession: 0000000000-24-009712
AI Filing Summary & Sentiment
File numbers found in text: 024-12388
Referenced dates: June 14, 2024
Letter
August 26, 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 August 13, 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 July 9, 2024 letter. Amended Offering Statement on Form 1-A Summary of the Offering, page 11 1.We note your revised disclosure regarding the usage by the Company of KoreConX’s white label securities issuance platform which the Company will utilize to conduct the Offering, escrow services, payment systems, access to offering materials, and compliance. Please tell us in detail what services KoreConX is providing you in connection with your offering and how you are compensating KoreConX for those services. Please also provide a detailed analysis of why KoreConX is not required to register as a broker-dealer under the Securities Act of 1934. The Company, or the Target Companies, may be subject to fines and penalties for failure to timely file reports and amendments with the SEC, page 20 We note the revisions made in response to prior comment 2. As previously stated in prior comment 3 from our letter dated June 14, 2024, please note your obligations under Rule 2.
August 26, 2024 Page 2 252(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 revise the risk factor to clearly disclose the failure to file the post-qualification amendment or supplement, as needed. 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.
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August 26, 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 August 13, 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 July 9, 2024 letter.
Amended Offering Statement on Form 1-A
Summary of the Offering, page 11
1.We note your revised disclosure regarding the usage by the Company of KoreConX’s
white label securities issuance platform which the Company will utilize to conduct the
Offering, escrow services, payment systems, access to offering materials, and
compliance. Please tell us in detail what services KoreConX is providing you in
connection with your offering and how you are compensating KoreConX for those
services. Please also provide a detailed analysis of why KoreConX is not required to
register as a broker-dealer under the Securities Act of 1934.
The Company, or the Target Companies, may be subject to fines and penalties for failure to
timely file reports and amendments with the SEC, page 20
We note the revisions made in response to prior comment 2. As previously stated in prior
comment 3 from our letter dated June 14, 2024, please note your obligations under Rule 2.
August 26, 2024
Page 2
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 revise the risk factor to clearly disclose the failure to file
the post-qualification amendment or supplement, as needed.
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.