SEC Comment Letter 0000000000-23-003425 to CaliberCos Inc. (CWD)
CaliberCos Inc.
Date: April 5, 2023 · CIK: 0001627282 · Accession: 0000000000-23-003425
AI Filing Summary & Sentiment
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File numbers found in text: 333-27657
Letter
United States securities and exchange commission logo April 5, 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. 7 to Registration Statement on Form S-1 Filed March 23, 2023 File No. 333-27657 Dear John Loeffler: We have reviewed your amended registration 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 registration 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 registration statement and the information you provide in response to these comments, we may have additional comments. Amendment No. 7 to Registration Statement on Form S-1 Prospectus Summary New Developments, page 8 1.We note your disclosure that you intend to engage in equity investments in healthcare related assets, and that you have entered into a limited liability company agreement with Encore Caliber Holdings, LLC. Please advise whether this agreement is a material contract, and if so, please file it as an exhibit to the registration statement. 2.We note your disclosure that Skyway Capital Markets provides managing broker-dealer services to your primary investment products and that it will also assist you in raising capital. Please clarify whether Skyway is acting as your broker-dealer in connection with
FirstName LastNameJohn Loeffler, II Comapany NameCaliberCos Inc. April 5, 2023 Page 2 FirstName LastName John Loeffler, II CaliberCos Inc. April 5, 2023 Page 2 this offering, and, if so, please revise the cover page in accordance with Item 501(b)(8) of Regulation S-K and revise your disclosure in the section "Underwriting." Additionally, please file the agreement with Skyway in accordance with Item 601 of Regulation S-K. 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
April 5, 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. 7 to Registration Statement on Form S-1
Filed March 23, 2023
File No. 333-27657
Dear John Loeffler:
We have reviewed your amended registration 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 registration 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 registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 7 to Registration Statement on Form S-1
Prospectus Summary
New Developments, page 8
1.We note your disclosure that you intend to engage in equity investments in healthcare
related assets, and that you have entered into a limited liability company agreement with
Encore Caliber Holdings, LLC. Please advise whether this agreement is a material
contract, and if so, please file it as an exhibit to the registration statement.
2.We note your disclosure that Skyway Capital Markets provides managing broker-dealer
services to your primary investment products and that it will also assist you in raising
capital. Please clarify whether Skyway is acting as your broker-dealer in connection with
FirstName LastNameJohn Loeffler, II
Comapany NameCaliberCos Inc.
April 5, 2023 Page 2
FirstName LastName
John Loeffler, II
CaliberCos Inc.
April 5, 2023
Page 2
this offering, and, if so, please revise the cover page in accordance with Item 501(b)(8) of
Regulation S-K and revise your disclosure in the section "Underwriting." Additionally,
please file the agreement with Skyway in accordance with Item 601 of Regulation S-K.
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.