Correspondence 0001493152-24-040271 from WORTHY WEALTH, INC. (CIK 0002007516)
WORTHY WEALTH, INC. (CIK 0002007516)
Date: Oct. 7, 2024 · CIK: 0002007516 · Accession: 0001493152-24-040271
AI Filing Summary & Sentiment
File numbers found in text: 024-12388
Letter
United States Securities and Exchange Commission Division of Corporation Finance Re: Worthy Wealth, Inc. Amended Offering Statement on Form 1-A Filed September 17, 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 September 30, 2024, 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. 8 (“Amendment 8”) to Offering Statement on Form 1-A (the “Offering Statement”). The Company responds as follows:
Amendment No. 7 to Form 1-A
General
1. We note the disclosure that if the Acquisition isn’t closed by September 11, 2024, either party to the Acquisition can unilaterally terminate the Acquisition. We note that such date has passed. Please revise to clarify the current status of the acquisition agreement and whether the time period has been extended. To the extent it has not, please revise throughout the prospectus to clearly reflect the risks that the Acquisition may not occur.
Response:
In Amendment 8 the Company has revised its disclosures re: the optional termination date of the Acquisition to evidence the execution of Amendment No. 2 to Stock Purchase Agreement changing the optional termination date from September 11, 2024, to September 30, 2025. The foregoing Amendment has been included as an exhibit to the Offering Statement.
The Company, or the Target Companies, may be subject to fines and penalties for failure to timely file reports and amendment with the SEC, Page 20
United States Securities and Exchange Commission DICKINSON WRIGHT PLLC
October 7, 2024
Page
2. We note your revisions in response to prior comment 1 and reissue the comment in part. Please state clearly that each of WPB and WPB 2 failed to file post-qualification amendments or supplements at the time changes were made to the terms of the notes. Also, please remove the language that the SEC could, in the event of a review, determine that the foregoing increases in interest rates should have been filed via a post- qualification amendment or supplement, since the obligations under Regulation A are clear in this regard.
Response:
In Amendment 8 the Company has revised Risk Factor “The Company, or the Target Companies, may be subject to fines and penalties for failure to timely file reports and amendment with the SEC” to state clearly that each of WPB and WPB 2 failed to file post-qualification amendments or supplements at the time changes were made to the terms of the notes, and to remove the language that the SEC could, in the event of a review, determine that the foregoing increases in interest rates should have been filed via a post- qualification amendment or supplement.
Very
truly yours,
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
October
7, 2024
Eric
McPhee
United
States Securities and Exchange Commission
Division
of Corporation Finance
Washington,
DC 20549
Re:
Worthy
Wealth, Inc.
Amended
Offering Statement on Form 1-A
Filed
September 17, 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 September 30, 2024, 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. 8 (“Amendment 8”) to Offering Statement on Form
1-A (the “Offering Statement”). The Company responds as follows:
Amendment
No. 7 to Form 1-A
General
1.
We note the disclosure that if the Acquisition isn’t closed by September 11, 2024, either party to the Acquisition can unilaterally
terminate the Acquisition. We note that such date has passed. Please revise to clarify the current status of the acquisition agreement
and whether the time period has been extended. To the extent it has not, please revise throughout the prospectus to clearly reflect the
risks that the Acquisition may not occur.
Response:
In
Amendment 8 the Company has revised its disclosures re: the optional termination date of the Acquisition to evidence the execution of
Amendment No. 2 to Stock Purchase Agreement changing the optional termination date from September 11, 2024, to September 30, 2025. The
foregoing Amendment has been included as an exhibit to the Offering Statement.
The
Company, or the Target Companies, may be subject to fines and penalties for failure to timely file reports and amendment with the SEC,
Page 20
United
States Securities and Exchange Commission
DICKINSON
WRIGHT PLLC
October
7, 2024
Page
2
2.
We note your revisions in response to prior comment 1 and reissue the comment in part. Please state clearly that each of WPB and WPB
2 failed to file post-qualification amendments or supplements at the time changes were made to the terms of the notes. Also, please remove
the language that the SEC could, in the event of a review, determine that the foregoing increases in interest rates should have been
filed via a post- qualification amendment or supplement, since the obligations under Regulation A are clear in this regard.
Response:
In
Amendment 8 the Company has revised Risk Factor “The Company, or the Target Companies, may be subject to fines and penalties
for failure to timely file reports and amendment with the SEC” to state clearly that each of WPB and WPB 2 failed to file post-qualification
amendments or supplements at the time changes were made to the terms of the notes, and to remove the language that the SEC could, in
the event of a review, determine that the foregoing increases in interest rates should have been filed via a post- qualification amendment
or supplement.
Very
truly yours,
Clint
J. Gage
CJG:sm