SecProbe.io

July 1, 2019

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

Re: CaliberCos Inc.
Offering Statement  on Form 1-A
Filed  June 13, 2019
  File No. 024-11016

Dear Mr. Loeffler :

We have reviewed your 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 amendmen t 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 .

Exclusive forum for adjudication of disputes,  page 64

1. We note that your forum selection provision identifies the Court of Chancery of the State of
Delaware as the exclusive forum for certain litigation, including any “derivative action.” You
state that this provision is intended to apply to claims u nder the federal securities laws. Please
note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits
brought to enforce any duty or liability created by the Exchange Act or the rules and
regulations thereunder, and Sectio n 22 of the Securities Act creates concurrent jurisdiction
for federal and state courts over all suits brought to enforce any duty or liability created by
the Securities Act or the rules and regulations thereunder. If this provision does not apply to
actio ns arising under the Securities Act or Exchange Act, please also ensure that the
exclusive forum provision in the governing documents states this clearly, or tell us how you
will inform investors in future filings that the provision does not apply to any a ctions arising
under the Securities Act or Exchange Act.

John C. Loeffler, II
Caliber Cos Inc.
 July 1, 2019
 Page 2

 We will consider qualifying your offering statement at your request .  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.

 We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or ab sence of
action by the staff.   We also remind you that, following qualification of your Form 1 -A, Rule 257
of Regulation  A requires you to file periodic and current reports , including a Form 1 -K which
will be  due within 120 calendar days after the end of t he fiscal year covered by the report .

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)