SEC Comment Letter 0000000000-22-014013 to CaliberCos Inc. (CWD)
CaliberCos Inc.
Date: Dec. 30, 2022 · CIK: 0001627282 · Accession: 0000000000-22-014013
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-27657
Letter
United States securities and exchange commission logo December 30, 2022 John Loeffler, II Chairman and Chief Executive Officer CaliberCos Inc. 8901 E. Mountain View Rd. Ste. 150 Scottsdale, AZ 85258 Re:CaliberCos Inc. Amendment No. 3 to Registration Statement on Form S-1 Filed December 14, 2022 File No. 333-27657 Dear John Loeffler: We have reviewed your amended registration statement and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies 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 registration statement and the information you provide in response to this comment, we may have additional comments. Amendment No. 3 to Registration Statement on Form S-1 Risk Factors, page 14 1.We note recent instances of extreme stock price run-ups followed by rapid price declines and stock price volatility seemingly unrelated to company performance following a number of recent initial public offerings, particularly among companies with relatively smaller public floats. Revise to include a risk factor, separate from your more general volatility risk on page 27, addressing the potential for rapid and substantial price volatility and any known factors particular to your offering that may add to this risk and discuss the risks to investors when investing in stock where the price is changing rapidly. Clearly state that such volatility, including any stock-run up, may be unrelated to your actual or expected operating performance and financial condition or prospects, making it difficult
FirstName LastNameJohn Loeffler, II Comapany NameCaliberCos Inc. December 30, 2022 Page 2 FirstName LastName John Loeffler, II CaliberCos Inc. December 30, 2022 Page 2 for prospective investors to assess the rapidly changing value of your stock. You may contact Frank Knapp at 202-551-3805 or Shannon Menjivar at 202-551-3856 if you have questions regarding comments on the financial statements and related matters. Please contact Stacie Gorman at 202-551-3585 or Pam Long at 202-551-3765 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Thomas J. Poletti. Esq.
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United States securities and exchange commission logo
December 30, 2022
John Loeffler, II
Chairman and Chief Executive Officer
CaliberCos Inc.
8901 E. Mountain View Rd.
Ste. 150
Scottsdale, AZ 85258
Re:CaliberCos Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed December 14, 2022
File No. 333-27657
Dear John Loeffler:
We have reviewed your amended registration statement and have the following
comment. In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comment applies 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 registration statement and the information you
provide in response to this comment, we may have additional comments.
Amendment No. 3 to Registration Statement on Form S-1
Risk Factors, page 14
1.We note recent instances of extreme stock price run-ups followed by rapid price declines
and stock price volatility seemingly unrelated to company performance following a
number of recent initial public offerings, particularly among companies with relatively
smaller public floats. Revise to include a risk factor, separate from your more general
volatility risk on page 27, addressing the potential for rapid and substantial price volatility
and any known factors particular to your offering that may add to this risk and discuss the
risks to investors when investing in stock where the price is changing rapidly. Clearly
state that such volatility, including any stock-run up, may be unrelated to your actual or
expected operating performance and financial condition or prospects, making it difficult
FirstName LastNameJohn Loeffler, II
Comapany NameCaliberCos Inc.
December 30, 2022 Page 2
FirstName LastName
John Loeffler, II
CaliberCos Inc.
December 30, 2022
Page 2
for prospective investors to assess the rapidly changing value of your stock.
You may contact Frank Knapp at 202-551-3805 or Shannon Menjivar at 202-551-3856 if
you have questions regarding comments on the financial statements and related matters. Please
contact Stacie Gorman at 202-551-3585 or Pam Long at 202-551-3765 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Thomas J. Poletti. Esq.