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        manatt

        manatt | phelps | phillips

        Thomas Poletti

        Manatt, Phelps & Phillips, LLP

        Direct Dial: (714) 371-2501

        E-mail: TPoletti@manatt.com

September 20, 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.

Amendment No. 1 to Offering Statement on Form 1-A

Filed August 19, 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 September
16, 2019 (the “Comment Letter”) in connection with the Company’s Amendment No. 1 to Offering Statement
on Form 1-A (the “Offering Statement”), as filed with the SEC on August 19, 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.

General

 1. We note that you are conducting this offering on a best-efforts basis and that your officers
and directors may participate in the sales process, relying on Rule 3a4-1. We also note that certain of your officers and directors
are selling shareholders in the offering. Please disclose how such officers/directors will determine whether any sale is for the
benefit of the company or for the account of the selling shareholder. Please similarly explain how investors will know if they
are purchasing shares directly from the company or from the officers/directors as selling shareholders.

Response:
The Company has revised the disclosure to provide that while the Company is conducting the offering on a best-efforts basis, the
officers and directors will not participate in the sale process in reliance on Rule 3a4-1.

The Company has also
revised the disclosure to explain how investors will know if they are purchasing shares directly from the Company or from the selling
securityholders. No shares shall be sold by the selling securityholders until an aggregate of $5.0 million of shares offered by
the Company has been purchased further to the Offering Statement. Thereafter, until an aggregate of $25.0 million of shares offered
by the Company has been purchased further to the Offering Statement, each purchaser of shares offered further to the Offering Statement
will concurrently purchase shares from each of the Company and the selling securityholders pro rata in the amount of aggregate
shares offered. By way of example only, for each 100 shares purchased further to the Offering Statement, 80 shares will be purchased
from the Company and 20 shares from the selling securityholders. After an aggregate of $25.0 million of shares offered by the Company
has been purchased further to the Offering Statement, all subsequent sales shall be first from shares offered by the selling securityholders
until such time as all shares offered by them are sold and thereafter all sales shall be of shares offered by the Company further
to the Offering Statement.

Dilution

 2. Please tell us your basis for including pro forma adjustments such as the conversion of debt
to equity and reduction of the share buyback liability in your dilution table.

Response: The Company has
revised the dilution table to remove the pro forma adjustment relating to the reduction of the share buyback liability. The Company
has included the assumption relating to the conversion of debt to equity because the Company’s convertible debt has a conversion
price of $4.50 which would be ‘in the money’ based on the Company’s offering price of $5.00 of Class A Common
Stock. Therefore, the Company assumes that all convertible debt holders will convert to Class A Common Stock after qualification
of the Offering Statement.

 3. Please revise the net tangible book value per share prior to offering to reflect the net
tangible book value as of December 31, 2018, which appears to be ($0.72) based upon the amounts disclosed in this table, and also
revise the increase per share attributable to new investors accordingly.

Response: The
Company has revised the disclosure to reflect a net tangible book value of ($0.72) as of December 31, 2018 and the increase per
share attributable to new investors.

Security Ownership
of Security Ownership of Management and Certain Securityholders and Selling Securityholders, page 54

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 4. Please revise to include a row at the bottom of the table to provide the total number of
securities being offered for the account of all securityholders. Please note that based on our calculation, the total of the column
“Common Stock Offered for Sale” currently exceeds the amount offered by selling securityholders as disclosed on the
cover page.

Response:
The Company has revised the disclosure to provide the total number of securities being offered for the account of all securityholders.
The total number of securities being offered for the account of all securityholders disclosed on the cover page has also been revised.

Exhibit 2.2
Bylaws

 5. We note your response to comment 1 of our letter. Please revise section 4.4 of your bylaws
to clearly state that the exclusive forum provision does not apply to actions arising under the Securities Act or Exchange Act.

Response: The
Company has adopted Amendment No. 1 to the Bylaws of the Company, filed as Exhibit 2.3, which amends and restates Section 4 of
ARTICLE VII to provide that the exclusive forum provision contained in Section 4 does not apply to actions arising under the Securities
Act or the Exchange Act.

Exhibit 4.1
Subscription Agreement

 6. We note section 7 of your Subscription Agreement contains a provision regarding waiver of
a jury trial. Please revise your offering statement to:

 · Further describe the jury trial provision, including related risks, and explain how it will
impact your investors;

 · Describe any questions as to enforceability under federal and state law;

 · Clarify whether this provision applies to claims under the federal securities laws and whether
it applies to claims other than in connection with this offering;

 · To the extent the provision applies to federal securities law claims, please revise the disclosure
to state that by agreeing to the provision, investors will not be deemed to have waived the company´s compliance with the
federal securities laws and the rules and regulations thereunder; and

 · Clarify whether purchasers of interests in a secondary transaction would be subject to the
jury trial waiver provision.

Response: The
Company has removed the provision in Section 7 of the Subscription Agreement regarding the investor’s waiver of a jury trial.

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 7. Section 7 of your Subscription Agreement provides that each of the parties to the agreement
“has reviewed this waiver with its legal counsel” and “knowingly and voluntarily waives its jury trial rights
following consultation with legal counsel.” This language appears to operate as a waiver and is inconsistent with Section
14 of the Securities Act. Please remove the referenced language.

Response: The
Company has removed the provision regarding Section 7 of the Subscription Agreement the investor’s waiver of a jury trial.

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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.

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