SecProbe.io

March 17, 2025
Sally Outlaw
Chief Executive Officer
Worthy Wealth Realty, Inc.
One Boca Commerce Center
551 NW 77 Street, Suite 212
Boca Raton, FL 33487
Re:Worthy Wealth Realty, Inc.
Offering Statement on Form 1-A
Filed February 21, 2025
File No. 024-12536
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 February 3, 2025, letter.
Offering Statement on Form 1-A
General
1.We note your revised disclosure and response to prior comment 3. You state on page
23 that the investments "will provide immediate interest returns" sufficient to enable
you to make interested payments on issued bonds. Please disclose the basis for stating
that payments will be immediate, and that they will be sufficient to pay interest on the
bonds. It appears from page 29 that returns would not be immediate but would be
provided to the company only so long as "buildable lots on the subject properties are
sold to home builders," which could be subject to approvals, funding and execution of
buildable lots.

March 17, 2025
Page 2
2.We note your website's table of "Sample 5-Year Investment Returns on Worthy
Wealth's Bonds" and similar statements, including "strong, predictable return." Given
your lack of operating history, please tell us your basis for these projections and
explain the process undertaken to formulate the projections. Please note that your
website presentation of the bonds should be treated as an offering for purposes of Rule
255(a) of Regulation A and Item 17, Exhibit 13 of Form 1-A.
3.Given the offering has no minimum, please revise your Offering Circular Summary
and where appropriate to disclose your plans for funding quarterly interest payments
during the period when operations have not generated cash flow.
4.Similarly, please revise Summary and where appropriate to disclose your plan of
operations if you do not raise enough to make an initial investment. In this regard, we
note you state on page 29 that each investment is anticipated to be between $1 million
and $2 million.
5.We note your response to prior comment 8 and the statement that, if the acquisition
occurs, "each entities’ operations, financing, etc.,  will be separate and apart from the
other entities." Please clarify if the entities' operations, financing, etc. are separate and
apart without the acquisition. If they are not separate and apart without the
acquisition, please revise throughout to explain how they overlap.
Our Business
Plan of Operations, page 28
6.We note your response to prior comment 6. It is still unclear what the nature of the
investment instrument will be. You state that the "investments contemplated by the
Company’s business plan do not involve loans." However, page 29 discloses that the
investments "will receive interest at a stated rate from the infrastructure developers."
Are the investment agreements for preferred shares that contemplate quarterly interest
payments? It appears that the company will invest alongside infrastructure developers
as joint tenants in common. But it is unclear what the terms of the investment will be
such that they provide "interest at a stated rate." Please revise to explain the nature of
the investment instruments, including any minimum or range of minimum investment
returns that are expected to allow you to pay quarterly interest payments to your
investors.
7.Please revise the discussion of the investments and "related investment documents" to
clarify their anticipated (1) term (e.g., 6 months, 1 year, 3 years, etc.) and (2) tax and
liability provisions. For example, it is unclear if the agreements will provide for equal
sharing of any tax liabilities among you, the infrastructure developers and any other
investors who may be investing in the development project. It appears that as a joint
tenant in common, the company will be subject to joint and several liability associated
with development projects. Please revise to address material terms and conditions of
the arrangements and include risk factor disclosure if material.
8.We note you deleted the statement on pages 7 and 28 that you may not be able to fully
carry out your plan of operations "if [you] fail to generate at least $20,000,000 from
[your] sales of Worthy Wealth Housing Bonds together with revenue from [your]
investments. Please revise to clarify the approximate amount of funds required to fully
carry out your plan of operations.

March 17, 2025
Page 3
9.Please identify the parties to the investment agreements. For example, disclose if the
joint tenant in common arrangements will be between only the company and the
infrastructure developer, or if it will be with multiple investors seeking to invest in the
infrastructure development. Additionally, clarify if these will have a template or be
individually negotiated and significantly different depending on the project. If there is
a template, please file a form-of as an exhibit. If however, there will not be a template,
please revise to so state, and further clarify the key terms or range of terms that would
be expected to apply to the individually-negotiated agreements.
Exhibits
10.We note your response to prior comment 2 and our request for offering materials,
including screen shots. Please file test the waters materials as an exhibit to your
offering statement. Refer to Item 17 of Form 1-A.
            Please contact Aisha Adegbuyi at 202-551-8754 or James Lopez at 202-551-3536
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Clint J. Gage, Esq.