SecProbe.io

January 21, 2020

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.
Amendment No. 4 to Offering Statement  on Form 1-A
Filed January 3, 2020
  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 Decemb er 20 , 2019 letter .

Security Ownership of Management and Certain Stockholders, page 65

1. We partially reissue comment 6 of our letter.  We continue to note that footnote one
states the table does not reflect the conversion of convertible debt securities into class a
common stock.  We also note the reference to convertible debt in footnote 10 t o the
financial statements on page F -29.  If the convertible debt may be converted within 60
days, please revise the table to include such conversions, as required by Item 403(a) of
Regulation S -K and Exchange Act Rule 13d -3(d)(1).  Please also describe th e terms of
conversion for the convertible debt.

John C. Loeffler, II
Caliber Cos Inc.
 January 21, 2020
 Page 2

 Repurchase and Redemption of Shares, page 72

2. We note your  response to comment 7 of our letter.  Your disclosure indicates that you
will redeem shares at the “per share price of the Series B preferred shares  offered.”
However, in this section you state that you agreed to repurchase Donnie Schrader’s
shares at $2.70 per share.  Please clarify if you will repurchase Mr. Schrader’s shares at
$2.70 per share or $4 per share.  If you will repurchase at $4, please clarify if you have
amended the agreement with him to account for the change in price.

Plan of Distribution, page 78

3. We note your response to comment 8 of our letter.  Please clarify whether all purchases
will be made through the online platform or wheth er investors may purchase by other
means.  If investors may purchase other than through the platform, clarify whether the
2% transaction fee will still apply.  If not, please revise the disclosure throughout the
offering circular to make clear that investo rs will be paying a 2% premium if they
purchase through the online platform.

Exhibit 12

4. Please have counsel revise the legal opinion to include the common shares to be qualified
in this offering.

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
qualificat ion.

 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 absence of
action by the staff.  We also remind you that, following qualificatio n 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 the fiscal year covered by the report .

John C. Loeffler, II
Caliber Cos Inc.
 January 21, 2020
 Page 3

 You may contact Kristi Marrone  at (202)551 -3429 or Kevin Woody 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 -3357 with any other questions.

Sincerely,

 /s/ Pamela Howell
 for

Joel Parker
Office Chief
Office of Real Estate and
Commodities

cc: Thomas Poletti, Esq. ( via e -mail)