0001493152-20-003893.txt : 20200414 0001493152-20-003893.hdr.sgml : 20200414 20200313155256 ACCESSION NUMBER: 0001493152-20-003893 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200313 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Worthy Peer Capital II, Inc. CENTRAL INDEX KEY: 0001800207 STANDARD INDUSTRIAL CLASSIFICATION: SHORT-TERM BUSINESS CREDIT INSTITUTIONS [6153] IRS NUMBER: 843587018 STATE OF INCORPORATION: FL FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 551 NW 77 STREET STREET 2: SUITE 212 CITY: BOCA RATON STATE: FL ZIP: 33487 BUSINESS PHONE: (561-) 288-8467 MAIL ADDRESS: STREET 1: 551 NW 77 STREET STREET 2: SUITE 212 CITY: BOCA RATON STATE: FL ZIP: 33487 CORRESP 1 filename1.htm

Worthy Peer Capital II, Inc.

One Boca Commerce Center

551 NW 77 Street, Suite 212

Boca Raton, FL 33487

(561) 288-8467

March 13, 2020

Ms. Sonia Bednarowski

Office of Finance

Division of Corporation Finance

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Re:	Worthy Peer Capital II, Inc.
	Offering Statement on Form 1-A
	Filed February 5, 2020
	File No. 024-11150

Acceleration Request

Requested Date: Tuesday, March 17, 2020

Requested Time: 10:00 AM Eastern Time

Dear Ms. Bednarowski:

Worthy Peer Capital II, Inc. (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to declare the above-captioned Offering Statement on Form 1-A qualified at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable.

The Company hereby authorizes Craig D. Linder, who is an attorney with the Company’s outside legal counsel, Anthony L.G., PLLC, to orally modify or withdraw this request for acceleration.

The Company hereby acknowledges that:

	●	should the Commission or the staff of the Commission, acting pursuant to delegated authority, declare the filing qualified, it does not foreclose the Commission from taking any action with respect to the filing;

	●	the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing qualified, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

	●	the Company may not assert the staff comments and the declaration of qualification as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Ms. Sonia Bednarowski

Securities and Exchange Commission

March 13, 2020

Page 2

The Company also agrees that it will only sell Worthy II Bonds pursuant to the subject Offering Statement in states where the offering is registered or where there is an applicable exemption from the applicable state’s securities law available.

The Company requests that it be notified of such qualification by a telephone call to Craig D. Linder at (561) 514-0936 or email to him at: clinder@anthonypllc.com.

	Worthy Peer Capital II, Inc.

	By:	/s/ Sally Outlaw
		Sally Outlaw
		Chief Executive Officer