September 16, 2019

Via E-mail
John C. Loeffler, II
Chief Executive Officer and Chairman of the Board
CaliberCos Inc.
8901 E. Mountain View Road
Suite 150
Scottsdale, AZ 85258

       Re:    CaliberCos Inc.
              Amendment No. 1 to Offering Statement on Form 1-A
              Filed August 19, 2019
              File No. 024-11016

Dear Mr. Loeffler:

       We have reviewed your amended offering statement and have the following
comments.
In some of our comments, we may ask you to provide us with information so we
may better
understand your disclosure.

       Please respond to this letter by amending your offering statement and
providing the
requested information. If you do not believe our comments apply 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 these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our July 1, 2019
letter.

General

1.     We note that you are conducting this offering on a best-efforts basis
and that your
       officers and directors may participate in the sales process, relying on
Rule 3a4-1. We
       also note that certain of your officers and directors are selling
shareholders in the
       offering. Please disclose how such officers/directors will determine
whether any sale is
       for the benefit of the company or for the account of the selling
shareholder. Please
       similarly explain how investors will know if they are purchasing shares
directly from the
       company or from the officers/directors as selling shareholders.
 John C. Loeffler, II
CaliberCos Inc.
September 16, 2019
Page 2

Dilution, page 23

2.      Please tell us your basis for including pro forma adjustments such as
the conversion of
        debt to equity and reduction of the share buyback liability in your
dilution table.

3.      Please revise the net tangible book value per share prior to offering
to reflect the net
        tangible book value as of December 31, 2018, which appears to be
($0.72) based upon
        the amounts disclosed in this table, and also revise the increase per
share attributable to
        new investors accordingly.

Security Ownership of Management and Certain Securityholders and Selling
Securityholders,
page 54

4.      Please revise to include a row at the bottom of the table to provide
the total number of
        securities being offered for the account of all securityholders. Please
note that based on
        our calculation, the total of the column "Common Stock Offered for
Sale" currently
        exceeds the amount offered by selling securityholders as disclosed on
the cover page.

Exhibit 2.2 Bylaws

5.      We note your response to comment 1 of our letter. Please revise section
4.4 of your
        bylaws to clearly state that the exclusive forum provision does not
apply to actions
        arising under the Securities Act or Exchange Act.

Exhibit 4.1 Subscription Agreement

6.      We note section 7 of your Subscription Agreement contains a provision
regarding waiver
        of a jury trial. Please revise your offering statement to:

        Further describe the jury trial provision, including related risks, and
explain how it will
        impact your investors;

        Describe any questions as to enforceability under federal and state
law;

        Clarify whether this provision applies to claims under the federal
securities laws and
        whether it applies to claims other than in connection with this
offering;

        To the extent the provision applies to federal securities law claims,
please revise the
        disclosure to state that by agreeing to the provision, investors will
not be deemed to have
        waived the company s compliance with the federal securities laws and
the rules and
        regulations thereunder; and

        Clarify whether purchasers of interests in a secondary transaction
would be subject to the
        jury trial waiver provision.
 John C. Loeffler, II
CaliberCos Inc.
September 16, 2019
Page 3


7.     Section 7 of your Subscription Agreement provides that each of the
parties to the
       agreement "has reviewed this waiver with its legal counsel" and
"knowingly and
       voluntarily waives its jury trial rights following consultation with
legal counsel." This
       language appears to operate as a waiver and is inconsistent with Section
14 of the
       Securities Act. Please remove the referenced language.

        You may contact Kristi Marrone at (202)551-3429 or Kevin Woody,
Accounting Branch
Chief, at (202)551-3629 if you have questions regarding comments on the
financial statements
and related matters. Please contact Stacie Gorman at (202)551-3585 or me at
(202)551-3215
with any other questions.


                                                             Sincerely,

                                                             /s/ Kim McManus

                                                             Kim McManus
                                                             Senior Counsel
                                                             Office of Real
Estate and
                                                             Commodities
cc: Thomas Poletti, Esq. (via e-mail)