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    manatt

manatt | phelps | phillips

    Thomas Poletti

Manatt, Phelps & Phillips, LLP

Direct Dial: (714) 371-2501

E-mail: TPoletti@manatt.com

August 16, 2019

Via EDGAR CORRESPONDENCE

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Mail Stop 3233

Attention: Ms. Kim McManus and Ms. Stacie Gorman

Office of Real Estate and Commodities

 Re: CaliberCos Inc.

Offering Statement on Form 1-A

Filed June 13, 2019

File No. 024-11016

Dear Ms. McManus and Ms. Gorman:

We are submitting this letter on behalf
of our client, CaliberCos Inc. (the “Company”), in response to the written comments of the staff (the “Staff”)
of the United States Securities and Exchange Commission (the “SEC”) contained in your letter dated July 1, 2019
(the “Comment Letter”) in connection with the Company’s Offering Statement on Form 1-A (the “Offering
Statement”), as filed with the SEC on June 13, 2019.

For your convenience, our responses are
set forth below, with the headings and numbered items of this letter corresponding to the headings and numbered items contained
in the Comment Letter. Each of the comments from the Comment Letter is restated in bold and italics prior to the Company’s
response. Capitalized terms used but not defined in this letter shall have the respective meanings given to such terms in the Offering
Statement. All page number references in the Company’s responses are to page numbers in the Offering Statement, which is
being filed concurrently with this response.

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 under 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 Section 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 actions 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 actions arising under the Securities Act or Exchange Act.

Response: The
Company acknowledges the Staff’s comment and has updated the disclosure on pages 18 and 64 to provide that the exclusive
forum provision contained in the Company’s Bylaws does not designate the Delaware Court of Chancery as the exclusive forum
for any derivative action or other claim for which the applicable statute creates exclusive jurisdiction in another forum, such
as the Exchange Act and the Securities Act, and as a result, does not apply to claims made under the U.S. federal securities laws.

****************

We thank you for your
prompt attention to this letter responding to the previously submitted Offering Statement and Comment Letter. Should you or the
Staff have additional questions or comments regarding the foregoing, please do not hesitate to contact the undersigned at (714)
371-2501.

    Sincerely,

    /s/ Thomas Poletti

    Thomas Poletti

 cc: John C. Loeffler, II, Chief Executive Officer

    Jade Leung, Chief Financial Officer

    CaliberCos Inc.