SEC Comment Letter 0000000000-23-000981 to CaliberCos Inc. (CWD)
CaliberCos Inc.
Date: Jan. 31, 2023 · CIK: 0001627282 · Accession: 0000000000-23-000981
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-27657
Letter
United States securities and exchange commission logo January 31, 2023 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. 5 to Registration Statement on Form S-1 Filed January 1, 2023 File No. 333-27657 Dear John Loeffler: We have reviewed your amended registration statement and have the following comments. 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. 5 to Registration Statement on Form S-1 Unaudited Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021, page F-1 1.Please reconcile the respective number of Class A common shares outstanding at September 30, 2022 and December 31, 2021 to the corresponding number of shares disclosed as of these dates in the Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) on page F-3. This comment also applies to the audited Consolidated Balance Sheets and Consolidated Statements of Changes in Stockholders’ Equity as of and for the periods ending December 31, 2021 and 2020.
FirstName LastNameJohn Loeffler, II Comapany NameCaliberCos Inc. January 31, 2023 Page 2 FirstName LastName John Loeffler, II CaliberCos Inc. January 31, 2023 Page 2 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
January 31, 2023
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. 5 to Registration Statement on Form S-1
Filed January 1, 2023
File No. 333-27657
Dear John Loeffler:
We have reviewed your amended registration statement and have the following
comments. 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. 5 to Registration Statement on Form S-1
Unaudited Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31,
2021, page F-1
1.Please reconcile the respective number of Class A common shares outstanding at
September 30, 2022 and December 31, 2021 to the corresponding number of shares
disclosed as of these dates in the Condensed Consolidated Statements of Changes in
Stockholders’ Equity (Unaudited) on page F-3. This comment also applies to the audited
Consolidated Balance Sheets and Consolidated Statements of Changes in Stockholders’
Equity as of and for the periods ending December 31, 2021 and 2020.
FirstName LastNameJohn Loeffler, II
Comapany NameCaliberCos Inc.
January 31, 2023 Page 2
FirstName LastName
John Loeffler, II
CaliberCos Inc.
January 31, 2023
Page 2
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.