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