September 20, 2019  

Via EDGAR CORRESPONDENCE

U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.

Washington, D.C. 20549

Mail Stop 3233

Attention: Ms. Kim McManus and Ms. Stacie Gorman
Office of Real Estate and Commodities

Dear Ms. McManus and Ms. Gorman:

We are submitting this letter on behalf of our client, CaliberCos Inc. (the “Company”), in response to the written comments of the staff (the “Staff”) of the United States Securities and Exchange Commission (the “SEC”) contained in your letter dated September 16, 2019 (the “Comment Letter”) in connection with the Company’s Amendment No. 1 to Offering Statement on Form 1-A (the “Offering Statement”), as filed with the SEC on August 19, 2019.

For your convenience, our responses are set forth below, with the headings and numbered items of this letter corresponding to the headings and numbered items contained in the Comment Letter. Each of the comments from the Comment Letter is restated in bold and italics prior to the Company’s response. Capitalized terms used but not defined in this letter shall have the respective meanings given to such terms in the Offering Statement. All page number references in the Company’s responses are to page numbers in the Offering Statement, which is being filed concurrently with this response.

General

Response: The Company has revised the disclosure to provide that while the Company is conducting the offering on a best-efforts basis, the officers and directors will not participate in the sale process in reliance on Rule 3a4-1.

The Company has also revised the disclosure to explain how investors will know if they are purchasing shares directly from the Company or from the selling securityholders. No shares shall be sold by the selling securityholders until an aggregate of $5.0 million of shares offered by the Company has been purchased further to the Offering Statement. Thereafter, until an aggregate of $25.0 million of shares offered by the Company has been purchased further to the Offering Statement, each purchaser of shares offered further to the Offering Statement will concurrently purchase shares from each of the Company and the selling securityholders pro rata in the amount of aggregate shares offered. By way of example only, for each 100 shares purchased further to the Offering Statement, 80 shares will be purchased from the Company and 20 shares from the selling securityholders. After an aggregate of $25.0 million of shares offered by the Company has been purchased further to the Offering Statement, all subsequent sales shall be first from shares offered by the selling securityholders until such time as all shares offered by them are sold and thereafter all sales shall be of shares offered by the Company further to the Offering Statement.

Dilution

Response: The Company has revised the dilution table to remove the pro forma adjustment relating to the reduction of the share buyback liability. The Company has included the assumption relating to the conversion of debt to equity because the Company’s convertible debt has a conversion price of $4.50 which would be ‘in the money’ based on the Company’s offering price of $5.00 of Class A Common Stock. Therefore, the Company assumes that all convertible debt holders will convert to Class A Common Stock after qualification of the Offering Statement.

Response: The Company has revised the disclosure to reflect a net tangible book value of ($0.72) as of December 31, 2018 and the increase per share attributable to new investors.

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

Response: The Company has revised the disclosure to provide the total number of securities being offered for the account of all securityholders. The total number of securities being offered for the account of all securityholders disclosed on the cover page has also been revised.

Exhibit 2.2 Bylaws

Response: The Company has adopted Amendment No. 1 to the Bylaws of the Company, filed as Exhibit 2.3, which amends and restates Section 4 of ARTICLE VII to provide that the exclusive forum provision contained in Section 4 does not apply to actions arising under the Securities Act or the Exchange Act.

Exhibit 4.1 Subscription Agreement

Response: The Company has removed the provision in Section 7 of the Subscription Agreement regarding the investor’s waiver of a jury trial.

Response: The Company has removed the provision regarding Section 7 of the Subscription Agreement the investor’s waiver of a jury trial.

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We thank you for your prompt attention to this letter responding to the previously submitted Offering Statement and Comment Letter. Should you or the Staff have additional questions or comments regarding the foregoing, please do not hesitate to contact the undersigned at (714) 371-2501.