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    424
                                            Church Street,
                                            Suite 800

                                                                     Nashville,
                                            TN 37219-2395

    Telephone:
    615-244-6538

    Facsimile:
    844-670-6009

    http://www.dickinsonwright.com

    Frank
                                            Borger Gilligan

    fborgergilligan@dickinsonwright.com

    615-780-1106

March
26, 2024

Ruairi
Regan

United
States Securities and Exchange Commission

Divison
of Corporation Finance

Washington,
DC 20549

    RE:
    Worthy
    Wealth, Inc.

    Amendment
    No. 1 to Offering Statement on Form 1-A

    Filed
    February 12, 2024

    File
    No. 024-12388

Dear
Mr. Regan:

We
serve as counsel to Worthy Wealth, Inc. (the “Company”) and have been asked to provide this narrative response to your comment
letter, dated March 7, 2024, on behalf of the Company. Where applicable, revisions were made to the Company’s Offering Statement,
which has been filed as Amendment No. 2 on Form 1-A. The Company responds as follows:

Amendment
No. 1 to Form 1-A

General

1.
 Please include audited financial statements of Worthy Property Bonds 2 as of and for the fiscal
year ended March 31, 2023 in your next amendment.

Response:

We
have included audited financial statements of Worthy Property Bonds 2 as of and for the period ended March 31, 2023, in Amendment No.
2 to Form 1-A.

    Worthy
                                            Wealth, Inc.

    March
    26, 2024

    Page
    2

    Dickinson
                                            Wright PLLC

2.
 Please tell us the business purpose of this acquisition for the issuer. We note that the $30M
purchase price significantly exceeds the net book value of the assets of the Target Companies.

Response:

The
business purpose of the proposed acquisition is to acquire two companies with existing technology, revenue generating investment portfolios,
and existing users (i.e., “bondholders”), each of which has issued securities through Regulation A, Tier 2 offerings that
were qualified by the SEC. The proposed acquisition will be the foundation for an expanding parent holding company structure with the
intention of the Company to organize and qualify additional wholly-owned Regulation A issuers of diversified real estate investment entities
with varying investment structures. The Company also intends to introduce online financial literacy and other educational products as
well as providing crowdfunding information and organizing crowdfunding events.

3. Please
provide a detailed analysis about whether the funds from this offering should, for the purposes of determining the offering limit under
Rule 251(a)(2), be aggregated with the Regulation A offerings of the Target Companies. Address whether the securities offered by Worthy
Wealth present a distinct investment opportunity for investors. In addition, please provide further detail on the proposed interrelation
and interaction of the Target Companies and Worthy Wealth, including plans to transfer the funds they plan to raise to Worthy Wealth
and any other affiliated entities, including Worthy Financial, Inc. and its subsidiaries. Also, please tell us whether any proceeds of
this offering will be used to satisfy redemption requests made by investors in your affiliates’ Regulation A offerings. In your
response, please address the following statements from the offering circular and affiliate’s filing, and whether your planned activities
or the activities of your affiliates have or are deviating from what was represented to the Staff in comment response number 3 of the
Worthy Property Bonds, Inc’s letter dated October 21, 2021:

 ● On
                                            page 10 of your offering circular, you state “[o]ur business model, which will be implemented
                                            through the Target Companies, will be centered primarily around purchasing or otherwise acquiring
                                            mortgages and other liens on and interests in real estate through our subsidiaries….
                                            The proceeds from the Target Companies sale of Worthy Bonds will provide the capital for
                                            these activities.”

 ● On
                                            page 30 of your offering circular, you state “[w]e expect to generate income through
                                            the WPB Companies from (i) the interest rates we charge on our real estate loans and mortgages
                                            and other investments which we have acquired and (ii) profits we realize on the sale of the
                                            interests in real estate that we acquire.”

 ● “To
                                            the extent that Worthy Peer Capital, Inc.’s asset liquidity does not provide sufficient
                                            funds for full bond redemption, it is the intention of WFI, the parent company of Worthy
                                            Peer Capital, Inc., to provide capital contributions to Worthy Peer Capital, Inc. from a
                                            pending equity financing.” Worthy Peer Capital, Inc. Form 1-SA filed September 1, 2023.

Response:

The
funds from this offering should not be aggregated with the Regulation A offerings of the Target Companies as the equity investment opportunity
in the Worthy Wealth, Inc. offering presents a distinct investment opportunity for investors. The investment opportunity in the Target
Company offerings is for fixed interest debt while the investment opportunity in the Worthy Wealth, Inc. offering is for equity ownership
in a parent holding company with equity appreciation as the investment opportunity.

    Worthy
                                            Wealth, Inc.

    March
    26, 2024

    Page
    3

    Dickinson
                                            Wright PLLC

The
Target Companies will be wholly-owned subsidiaries of Worthy Wealth, Inc. with the only financial interaction to be monthly technology
fees from the subsidiaries to the parent and monthly contributions to Worthy Wealth Management, Inc. to be established as a wholly-owned
subsidiary of Worthy Wealth, Inc. for the purpose of managing operating expenses common to related entities (e.g. rent, payroll, insurance,
etc.). Funds raised by the Target Companies will not be transferred to Worthy Wealth, Inc. or Worthy Financial, Inc. or their subsidiaries.

It
is the intention of Worthy Financial, Inc. to use the proceeds of the Stock Purchase Agreement sale of its equity in the Target Companies
to make contributions to the capital of its other subsidiary issuers to be used for the redemption by such other subsidiaries of outstanding
bonds at the time of the Stock Purchase Agreement closing and funding.

The
referenced statements on pages 10 and 30 of the Worthy Wealth, Inc. offering circular accurately describe the business and revenue models
to be pursued by the Target Companies and Worthy Wealth, Inc.

Our
planned activities and activities of the Target Companies (to be our affiliates) have, and are not deviating from, what was represented
to the Staff in comment response #3 of the Worthy Property Bonds, Inc. letter dated October 21, 2021.

The
reference in the Worthy Peer Capital, Inc. 1-SA filed on September 1, 2023 reflects the intention of Worthy Financial, Inc. described
above relating to its intended use of the proceeds of the Stock Purchase Agreement for contributions to the capital of its subsidiaries
other than the Target Companies.

4. We
note your disclosure that you have a bonus structure for your offering such that “[t]he subscribers of the initial 1,000,000 Common
Shares will receive an additional 100,000 Common Shares, pro rata, as Bonus Shares (free of charge).” Therefore, it appears that
you are offering bonus securities to encourage early investment. In this regard, the offering of all securities will not be commenced
within two calendar days following the qualification date of your filing, and therefore, this is a delayed offering, which is not permitted
by Regulation A. See Rule 251(d)(3)(i)(F) of Regulation A. Please amend your disclosure to remove this incentive from your filing or
revise your bonus share structure so that it does not constitute a delayed offering. As a related matter, it is unclear whether you intend
to continue to offer and sell your Common Stock at the same time as the sales by the Selling Securityholders. Please revise to clarify,
and to the extent you intend to pause the sales of your Common Stock, please provide your analysis as to how your offering structure
complies with Rule 251(d)(3)(i)(F). Please revise the table and narrative disclosure to clarify that the value of bonus shares, i.e.
the $10 per share price of the common stock, counts toward the $75 million 12-month total under Rule 251(a)(2). See the Note to paragraph
(a) in Rule 251.

Response:

Amendment
No. 2 to the Offering Circular on Form 1-A was revised to specify that the bonus shares will be issued contemporaneously with the sale
of Common Shares (i.e., there will be no delay in the offering of the bonus shares). The Offering Circular was further amended to specify
that the Common Shares to be sold by the Selling Shareholders will be offered contemporaneously with the Common Shares to be sold by
the Company after certain thresholds are met. Finally, the Offering Circular was amended to clarify that the bonus shares will count
toward the maximum limit of $75,000,000 under Regulation A, Tier 2.

    Worthy
                                            Wealth, Inc.

    March
    26, 2024

    Page
    4

    Dickinson
                                            Wright PLLC

5. We
note that the cover page of your offering circular indicates that this is a best-efforts offering; however, in other places, such as
page 11, you indicate that this is a “mini-maxi” offer. Please revise your disclosures to be consistent. Additionally, please
advise as to how your offering complies with each of Rule 10b-9 and 15c2-4 of the Exchange Act, if applicable, and revise your disclosure
as appropriate.

Response:

Amendment
No. 2 to the Offering Circular on Form 1-A was revised to consistently indicate that the offering is being made on a “mini-maxi”
basis. The Offering Circular was further revised to specify that proceeds from the offering will be refunded in the event the Escrow
Threshold is not met, pursuant to Rule 10b-9. Finally, the Offering Circular was revised to clarify that the broker-dealer will transmit
money promptly to issuer upon receipt in accordance with 15c2-4(a) and that distribution is not being made on an “all or none”
basis in accordance with 15c2-4(b).

6.
 We note that the two companies you are acquiring, Worthy Property Bonds Inc. and Worthy Property
Bonds 2 Inc. have modified the interest rates on the bonds being offered pursuant to Regulation A offerings through disclosure on Forms
1-U. Please advise us how this complies with the requirements of Rule 253(g) and Rule 252(f)(2)(ii) of Regulation A. In addition, we
note that more than 12 months has passed since the qualification of the Form 1-A for Worthy Property Bonds Inc. and Worthy Property Bonds
has not filed a post qualification amendment to include the updated financial statements as required by Rule 252(f)(2). Please add risk
factor disclosures regarding the resultant risks and potential liabilities to the company.

Response:

The
prior offering statements for Worthy Property Bonds, Inc. and Worthy Property Bonds 2, Inc. do not omit information with respect to the
public offering price, underwriting syndicate (including any material relationships between the issuer or selling securityholders and
the unnamed underwriters, brokers or dealers), underwriting discounts or commissions, discounts or commissions to dealers, amount of
proceeds, conversion rates, call prices and other items dependent upon the offering price, delivery dates, and terms of the securities
dependent upon the offering date. Rather, the 1-Us for each offering increase the interest rate for each bond (thus, creating a greater
rate of return for the Worthy bondholders), which the Company determined to offer to the bondholders post-offering date.

    Worthy
                                            Wealth, Inc.

    March
    26, 2024

    Page
    5

    Dickinson
                                            Wright PLLC

The
Offering Circular has been further amended to include a risk factor regarding the resultant risks and potential liabilities to the Company.

Finally,
the Company has filed a post-qualification amendment, including updated financial statements, for Worthy Property Bonds, Inc., as required
by Rule 252(f)(2).

7. We
note the disclosure regarding the forum provision and waiver of jury trial in the subscription agreement. Please revise to also discuss
the forum provision and fee shifting provision found in the bylaws.

Response:

The
Offering Circular has been amended to include a risk factor addressing the forum and fee shifting provision in the Company’s Bylaws.

Offering
Circular Summary, page 10

8.
 Please provide expanded disclosure regarding the material terms of your escrow arrangements
including the identity of the escrow agent and file the escrow agreement as an exhibit.

Response:

The
material terms of the Escrow Agreement with East West Bank will provide for the escrow of the first $10,000,000 in sales of the Worthy
Wealth, Inc. shares of common stock. Subsequent proceeds of the offering will be received directly by Worthy Wealth, Inc. without escrow.

Escrow
Agreement will be filed as an amendment (in process).

    Worthy
                                            Wealth, Inc.

    March
    26, 2024

    Page
    6

    Dickinson
                                            Wright PLLC

9.
 Please clarify your relationship with Worthy Financial, Inc. and describe the material terms
of the Securities Purchase Agreement, including the purchase price. We note that your Use of Proceeds disclosure assumes different levels
of funding of the purchase price of the acquisition depending upon the success of your offering. We also note your reference to a promissory
note. Please tell us how you plan to repay the promissory note in the event you do not raise sufficient funds in this offering, and what
will the consequences be in the event you do not timely repay the note. Clarify how this may impact your acquisition of the WPB Companies.

Response:

Worthy
Financial, Inc. is a separate and independent legal entity with some (but not all) common shareholders, officers and directors. Both
Worthy Wealth, Inc. and Worthy Financial, Inc. have independent outside directors who comprised special committees of each company who
reviewed and recommended the Stock Purchase Agreement. The Worthy Financial, Inc. special committee obtained an independent third-party
fairness opinion. The Stock Purchase Agreement provides for the sale by Worthy Financial, Inc. to Worthy Wealth, Inc. of the 100% equity
interest in Worthy Property Bonds, Inc. and Worthy Property Bonds 2, Inc. and related technology for an aggregate purchase price of $30,000,000.
The Stock Purchase Agreement would close upon payment of $10,000,000 of the purchase price. The balance would be evidenced by a Promissory
Note payable over a 36-month period out of continuing sales of the Worthy Wealth, Inc. Regulation A equity offering, other possible sources
of equity financing (including possible Regulation D offerings) and future revenue of Worthy Wealth, Inc. In the event the Promissory
Note is not repaid timely, Worthy Financial, Inc. would have a claim