SecProbe.io

CORRESP
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    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

May
30, 2024

Eric
McPhee

United
States Securities and Exchange Commission

Division
of Corporation Finance

Washington,
DC 20549

    Re:
    Worthy
    Wealth, Inc.

    Amendment
    No. 3 to Offering Statement on Form 1-A

    Filed
    May 30, 2024

    File
    No. 024-12388

Dear
Mr. McPhee:

We
serve as counsel to Worthy Wealth, Inc. (the “Company”) and have been asked to provide this narrative response to
your comment letter, dated April 15, 2024, on behalf of the Company. Where applicable, revisions were made to the Company’s Offering
Statement, which has been filed as Amendment No. 3 (“Amendment 3”) to Offering Statement on Form 1-A (the “Offering
Statement”. The Company responds as follows:

Amended
Offering Statement on Form 1-A

General

1.
We note your response to comment 1 that you have included audited financial statements of Worthy Property Bonds 2 as of and for the period
ended March 31, 2023, in your amended filing, but these financial statements do not appear to be included. 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:

In
Amendment No. 2 to the Offering Statement on Form 1-A, in response to your Comment 1 in that certain Comment Letter, dated March 7, 2024
(the “2nd Comment Letter”), we included the audited financial statements of Worthy Property Bonds, Inc.
(“WPB”) and Worthy Property Bonds 2, Inc. (“WPB2” and, together with WPB, the “Target
Companies”) as Exhibit 27.1 and Exhibit 27.2, respectively.

In
Amendment No. 3 we have included the audited and unaudited financial statements of WPB and WPB2 in the body of the Offering Circular,
immediately after the audited and unaudited financial statements of the Company and unaudited pro forma condensed combined financial
statements of the Company, WPB, and WPB2, and have deleted Exhibit 27.1 and Exhibit 27.2.

United States Securities and Exchange Commission Dickinson Wright PLLC

May
                                            30,
                                            2024

Page 2

2.
It remains unclear from your response to prior comment 3 how you concluded that these offerings should not be aggregated. Please provide
an expanded response with a complete legal analysis which addresses each element of our prior comment as set forth below. 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 for purposes of Rule 251(a)(2) with the Regulation A offerings of the Target Companies
because this offering presents a distinct investment opportunity for investors. Rule 152(a) under the Securities Act of 1933, as amended
(the “Securities Act”) provides that if none of the safe harbors in Rule 152(b) are applicable, in determining whether
two or more offerings are to be treated as one for the purpose of registration or qualifying for an exemption from registration, offers
and sales will not be integrated if, based on the particular facts and circumstances, the issuer can establish that each offering either
complies with the registration requirements of the Securities Act, or that an exemption from registration is available for the particular
offering.

In
this instance, the particular facts and circumstances establish that the offering of common stock by the Company presents a distinct
investment opportunity for investors from the offerings of bonds by the Target Companies because the investment opportunity in the Target
Companies is for fixed interest debt while the investment opportunity in the Company’s offering is for indefinite equity ownership
in a parent holding company with equity appreciation as the investment opportunity.

United States Securities and Exchange Commission Dickinson Wright PLLC

May
                                            30,
                                            2024

Page 3

As
noted in the Company’s offering circular, upon the closing of the Acquisition, the Company’s business model will be
initially implemented through the Target Companies, and will be primarily focused on purchasing or otherwise acquiring mortgages and
other liens on and interests in real estate through its formed, to be acquired and to be formed subsidiaries, including the Target Companies.
The proceeds from each of the Target Companies sale of bonds will not be transferred to the Company or to Worthy Financial, Inc. (“WFI”)
or its subsidiaries, but rather will be used to fund loans made by the respective Target Companies. The Company plans to generate revenue
through the Target Companies from interest charged on the Target Companies’ real estate loan portfolio and profits realized on
the sale of real estate acquired by the Target Companies. However, in addition to its acquisition and operation of the Target Companies,
the Company will also acquire certain intellectual property from Worthy Financial Inc. including certain domain names, a financial technology
platform and a certain technology license agreement. The Company has also formed a new subsidiary, Worthy Wealth Realty, Inc., which
intends to offer newly structured bonds for infrastructure development for national real estate home builders, and anticipates
in the future forming a “portfolio” of additional wholly owned subsidiaries to offer a variety of debt and equity real estate
oriented securities. The Company intends to expand its offerings of products and services to include both debt and equity securities
and to also include financial educational initiatives, live crowdfunding events, as well as the introduction of third party products
of interest to our investors. As a result, investors in the Company will be investing in a broader array of businesses than just the
Target Companies, which will primarily originate real estate loans.

Upon
the closing of the Acquisition the Target Companies will become wholly-owned subsidiaries of the Company with the only financial interaction
to be monthly technology fees from the subsidiaries to the parent and monthly contributions to Worthy Wealth Management, Inc., a Georgia
corporation and wholly-owned subsidiary of the Company. In particular, as described further in the Company’s offering circular,
the Company will enter into a management services agreement (the “Management Services Agreement”) with Worthy Wealth
Management, Inc. for the purpose of managing operating expenses common to related entities (e.g. rent, payroll, insurance, etc.). As
a result of the Management Services Agreement, the Company’s executive officers and other personnel will all be employed by Worthy
Wealth Management. Under the terms of the Management Services Agreement, the Company will not be charged a management fee, however, the
Company will agree to reimburse Worthy Wealth Management for the costs incurred by Worthy Wealth Management in paying for the staff and
office expenses for the Company under the agreement. The reimbursement amounts will be payable by the Company to Worthy Wealth Management,
in advance on a monthly basis, and will accrue until the Company is able to make reimbursement payments to Worthy Wealth Management from
the proceeds of this offering allocated to its working capital and distributions from the Target Companies. Under the terms of the Management
Services Agreement, there will be no interest or maturity associated with the obligations to reimburse Worthy Wealth Management under
the Management Services Agreement. The Management Services Agreement will be terminable by either party upon thirty days’ prior
written notice, the initial term will be three years and thereafter it will automatically renew for successive one-year terms.

The
proceeds of this offering will be used to fund the closing of the Acquisition of the Target Companies from WFI and to provide working
capital for general corporate purposes for the Company (including, but not limited to, providing funding to the Company’s subsidiary
Worthy Wealth Realty, Inc., and potentially other to be formed subsidiaries) until such time as the Company has sufficient revenues to
pay its operating expenses. The proceeds of this offering will not be used to satisfy redemption requests from the Target Companies.
Rather, the proceeds of the offering will be paid to WFI to acquire the Target Companies, and for the Company’s general working
capital purposes. To our knowledge, as of this date, WFI is not presently anticipating an equity offering, but may in the future.

United States Securities and Exchange Commission Dickinson Wright PLLC

May
                                            30,
                                            2024

Page 4

It
is the Company’s understanding that WFI will use the proceeds from the closing of the Acquisition for general working capital purposes,
including, but not limited to, making 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 SPA, as defined below.

The
Company’s planned activities and the activities of the Target Companies (to be our wholly owned subsidiaries upon the closing of
the Acquisition) are presently, and are not deviating from, what was represented to the Staff in comment response #3 of the WPB letter
dated October 21, 2021.

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

3.
We note your revisions and response to prior comment 4; however, it is unclear how you concluded that offering bonus securities only
to initial investors is not in effect a delayed offering of the shares which do not carry bonus securities. 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 previously requested.

Response:

The
Company has elected to not issue bonus securities in connection with the offering. All references to bonus securities have been removed
from Amendment 3.

4.
We note your revised disclosure in response to prior comment 4 that the Selling Shareholders will only participate in the offering after
the Company has sold 3,000,000 Shares and that they may sell up to 55,750 Shares pro rata at that stage. Please explain how that would
work in practice given your plan of distribution. For example, would an investor who subscribes for shares after you cross the 3,000,000
threshold acquire those shares from the selling shareholders rather than the company until you reach the threshold of 3,055,750 shares?
If so, please explain why this would not be a delayed offering of shares by the issuer.

Response:

The
Company has elected to not include Selling Shareholders in the offering. All securities issuable in the offering will be Company securities.
Amendment 3 has been revised to reflect the foregoing.

United States Securities and Exchange Commission Dickinson Wright PLLC

May
                                            30,
                                            2024

Page 5

5.
Please revise the plan of distribution disclosure on page 25 to reflect that this is a min/max offering as per your response to prior
comment 5. Also, it remains unclear how your offering complies with Rule 10b-9 which requires that funds be promptly returned to investors
unless a specified number of units of the security are sold at a specified price within a specified time or Rule 15c2-4 of the Exchange
Act, which requires that funds be deposited promptly with the escrow bank. Please revise.

Response:

The
offering set forth in Amendment 3, including the disclosure in the Plan of Distribution, has been changed to provide for a best efforts
offering. There will be no escrow agent or escrow agreement as a result thereof. All subscriber proceeds will be immediately available
to the Company for use as described in the Use of Proceeds section in Amendment 3, which has generally been revised as follows: (a) of
the first $33,000,000 raised in the offering, 10% will be utilized by the Company for general working capital purposes (including, the
funding of the Company’s subsidiary Worthy Wealth Realty, Inc., and, potentially, the formation of additional subsidiaries), and
90% will be utilized to fund the acquisition of the Target Companies under the SPA (as defined in Response 9 below; (b) all additional
proceeds raised in the offering will be utilized by the Company for general working capital purposes.

6.
Your response to prior comment 6 does not address how your changes to the terms of the securities offered, in this case the interest
rates on the bonds, complies with the requirements of Rule 253(g) and Rule 252(f)(2)(ii) of Regulation A. Please provide an analysis
which shows how you concluded that changes in the terms of the securities are not required to be reflected in a revised offering statement
by post qualification amendment or supplement, as applicable. Please cite all authority on which you rely. Also, we note no changes in
response to the latter part of the comment; therefore, we reissue that part. In addition, we note that more than 12 months has passed
since the qualification of the Form 1-A for Worthy Property Bonds I