SecProbe.io

CORRESP
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 CALIBERCOS INC.

 901 E. Mountain View Rd. Ste. 150

 Scottsdale, AZ 85258

 November 24, 2025

 Via EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549-6010

 Re:
 CaliberCos Inc.
Registration Statement on Form S-3 (File No. 333-290640) (the "Registration Statement")
Acceleration Request

 Ladies and Gentlemen:

 CaliberCos Inc. hereby requests that the effectiveness
under the Securities Act of 1933, as amended, of the above-captioned Registration Statement on Form S-3, be accelerated to 4:30 p.m.,
Eastern Time, on November 26, 2025, or as soon thereafter as practicable.

 Please notify Thomas Poletti at (714) 371-2501
or Veronica Lah at (310) 312-4130 of Manatt, Phelps & Phillips, LLP as soon as possible as to the time the Registration Statement
has been declared effective pursuant to this acceleration request. We appreciate your assistance and cooperation in this matter.

 Sincerely,

 CaliberCos Inc.

 By:
 /s/ John C. Loeffler, II

 John C. Loeffler, II

 Chief Executive Officer

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 CALIBERCOS INC.

 901 E. Mountain View Rd. Ste. 150

 Scottsdale, AZ 85258

 May 7, 2025

 Via EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549-6010

 Re:
 CaliberCos Inc.
Registration Statement on Form S-1 (File No. 333-286530) (the "Registration Statement")
Acceleration Request

 Ladies and Gentlemen:

 CaliberCos
Inc. hereby requests that the effectiveness under the Securities Act of 1933, as amended, of the above-captioned Registration Statement
on Form S-1, be accelerated to 4:30 p.m., Eastern Time, on May 9, 2025, or as soon thereafter as practicable.

 Please notify Thomas Poletti at (714) 371-2501
or Veronica Lah at (310) 312-4130 of Manatt, Phelps & Phillips, LLP as soon as possible as to the time the Registration Statement
has been declared effective pursuant to this acceleration request. We appreciate your assistance and cooperation in this matter.

 Sincerely,

 CaliberCos Inc.

 By:
 /s/ John C. Loeffler, II

 John C. Loeffler, II

 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 23, 2025

John C. Loeffler, II
Chief Executive Officer
CaliberCos Inc.
8901 E. Mountain View Rd. Ste. 150
Scottsdale, AZ 85258

 Re: CaliberCos Inc.
 Registration Statement on Form S-1
 Filed April 14, 2025
 File No. 333-286530
Dear John C. Loeffler, II:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Catherine De Lorenzo at 202-551-3772 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Thomas Poletti, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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 CALIBERCOS INC.

 901 E. Mountain View Rd. Ste. 150

 Scottsdale, AZ 85258

 March 10, 2025

 Via EDGAR CORRESPONDENCE

 U.S. Securities and Exchange Commission

 Division of Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549-6010

 Attention: Mr. Ruairi Regan

 Division of Corporation Finance

 Office of Real Estate and Construction

 Re:
 CaliberCos Inc.
Offering Statement on Form 1-A

 Filed December 5, 2024
File No. 024-12540

 Dear Mr. Regan:

 Pursuant to Rule 252(e) of
the Securities Act of 1933, as amended, CaliberCos Inc. hereby requests acceleration of the qualification date of the above-referenced
Offering Statement on Form 1-A to 4:30 p.m., Eastern Time, on March 12, 2025, or as soon thereafter as is practicable.

 If you have any questions regarding the matters
discussed above, please do not hesitate to contact our counsel Thomas J. Poletti, Esq., of Manatt, Phelps & Phillips, LLP at (714)
371-2501.

 Sincerely,

 CaliberCos Inc.

 By:
 /s/ John C. Loeffler, II

 John C. Loeffler, II

 Chief Executive Officer

 cc: Thomas Poletti, Manatt, Phelps & Phillips, LLP

December 11, 2024
John C. Loeffler, II
Chief Executive Officer
CaliberCos Inc.
8901 E. Mountain View Rd. Ste. 150
Scottsdale, AZ 85258
Re:CaliberCos Inc.
Offering Statement on Form 1-A
Filed December 6, 2024
File No. 024-12540
Dear John C. Loeffler, II:
            This is to advise you that we do not intend to review your offering statement.
            We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff. We also remind you that, following qualification of your Form 1-A,
Rule 257 of Regulation A requires you to file periodic and current reports, including a Form
1-K which will be due within 120 calendar days after the end of the fiscal year covered by the
report.
            Please contact Ruairi Regan at 202-551-3269 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Thomas Poletti, Esq.

CORRESP
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Document

CALIBERCOS INC.

901 E. Mountain View Rd. Ste. 150

Scottsdale, AZ 85258

June 21, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re: CaliberCos Inc.

Registration Statement on Form S-3

File No. 333-280243

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, CaliberCos Inc. hereby respectfully requests that the effective date of the above referenced Registration Statement on Form S-3 (File No. 333-280243) be accelerated to 4:30 p.m., Eastern Time, on Tuesday, June 25, 2024, or as soon as practicable thereafter.

Please contact Thomas J. Poletti of Manatt, Phelps & Phillips, LLP at (714) 371-2501 with any questions you may have regarding this request. In addition, please notify Mr. Poletti by telephone when this request for acceleration has been granted. We appreciate your assistance in this matter.

 Respectfully,

 CALIBERCOS INC.

 By: /s/ John C. Loeffler, II

 Name: John C. Loeffler, II

 Title: Chairman and Chief Executive Officer

cc: Manatt, Phelps & Phillips, LLP

United States securities and exchange commission logo
June 18, 2024
John C. Loeffler, II
Chairman and Chief Executive Officer
CaliberCos Inc.
8901 E. Mountain View Rd. Ste 150
Scottsdale, AZ 85258
Re:CaliberCos Inc.
Registration Statement on Form S-3
Filed June 14, 2024
File No. 333-280243
Dear John C. Loeffler:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Pearlyne Paulemon at 202-551-8714 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Veronica Lah

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Spartan Capital Securities LLC

45 Broadway

New York, NY 10006

May 11,
2023

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Division of Corporation Finance

Office of Technology

Washington, D.C. 20549

Attention: Frank Knapp

Shannon Menjivar

Stacie Gorman

Pam Long

 Re: CaliberCos Inc. (the “Company”)

Registration Statement on Form
S-1

File No. 333-267657 (the “Registration Statement”)

Dear Mr. Knapp, Ms. Menjivar, Ms. Gorman and Ms. Long:

In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, (the “Act”),
we hereby join the Company’s request for acceleration of the above- referenced Registration Statement, requesting effectiveness
for 4:30 p.m., Eastern Time on May 15, 2023, or as soon thereafter as practicable.

Pursuant to
Rule 460 under the Act, we wish to advise you that the underwriters have distributed as many copies of the Preliminary Prospectus dated
May 10, 2023 to underwriters, dealers, institutions and others as appears to be reasonable to secure adequate distribution of the Preliminary
Prospectus.

The undersigned,
as the representative of the several underwriters, represent that the several underwriters have and will comply with the requirements
of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Please contact
Lou Bevilacqua of Bevilacqua PLLC, counsel of the representative of the underwriters, at 202-869-0888 (ext. 100) to provide notice of
effectiveness, or if you have any questions or concerns regarding the foregoing. We appreciate your assistance in this matter.

[Signature page follows]

    Very truly yours,

    As representative of the underwriters

    Spartan Capital
    Securities LLC

    By:
    /s/
    Kim Monchik

    Name: Kim Monchik

    Title: Chief Administrative
    Officer

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CALIBERCOS INC.

8901 E. Mountain View
Rd. Ste. 150

Scottsdale, AZ 85258

May 11, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    CaliberCos Inc.

Registration
Statement on Form S-1

File Number
333-267657

Ladies and Gentlemen:

Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, CaliberCos Inc. hereby respectfully requests that the effective date of the
above referenced Registration Statement on Form S-1 (File No. 333-267657) be accelerated to 4:30 p.m., Eastern Time,
on Monday, May 15, 2023, or as soon as practicable thereafter.

Please contact Thomas
J. Poletti of Manatt, Phelps & Phillips, LLP at (714) 371-2501 with any questions you may have regarding this
request. In addition, please notify Mr. Poletti by telephone when this request for acceleration has been granted.

    Respectfully,

    CALIBERCOS INC.

    By:

    /s/ John C. Loeffler, II

    Name:

    John C. Loeffler, II

    Title:

    Chairman and Chief Executive Officer

    cc:
    Manatt, Phelps & Phillips, LLP

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    manatt

    manatt
| phelps | phillips

    Thomas
                                            Poletti

    Manatt,
    Phelps & Phillips, LLP

    Direct
    Dial: (714) 371-2501

    E-mail:
    TPoletti@manatt.com

    April 12, 2023
    Client-Matter: 64005-035

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C. 20549

Attention: Frank Knapp, Shannon Menjivar, Stacie Gorman and Pam Long

    Re:
    CaliberCos Inc.

Amendment No. 8 to Registration Statement on Form S-1

Filed March 23, 2023

File No. 333-267657

Dear Mr. Knapp, Ms. Menjivar, Ms. Gorman and Ms. Long:

On behalf of our client, CaliberCos
Inc. (the “Company”), we hereby file the Company’s Amendment No. 8 to Registration Statement on Form S-1
(“Amendment No. 8”). Amendment No. 8 is filed to provide our response to the comment (the “Comment”) of
the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) issued in a
letter dated April 5, 2023 (the “Staff’s Letter”) relating to the Company’s Amendment No. 7 to Registration
Statement on Form S-1 as filed with the Commission on March 23, 2023. The Comment is set forth below in bold font and our response
follows the Comment. Terms used but not defined herein have the respective meanings assigned thereto in Amendment No. 8.

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.

RESPONSE: Pursuant to the Staff’s comment, the limited liability company agreement with Encore Caliber Holdings, LLC, which the Company considers to be a material agreement, has been added as an exhibit to the registration statement.

manatt

manatt | phelps
| phillips

Attention: Frank Knapp, Shannon Menjivar, Stacie Gorman and Pam Long

April 12, 2023

Page 2

 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 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.

RESPONSE: Pursuant to the Staff’s request, the Company’s
agreement with Skyway Capital Markets has been added as an exhibit to the registration statement. Please note that Skyway was retained
to act as a broker-dealer in connection with the sale of securities of funds under the Company’s management as opposed to the sale
of Company securities. Skyway will not act as a broker-dealer in connection with this offering. Furthermore, pursuant to the Staff’s
comment, in the Company’s Form 424(b), the Company will revise the first paragraph of the Sections entitled “Summary –
New Developments” located on page 8 of the registration statement and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations – New Developments” located on page 71 of the registration statement with the restated language below.

In February 2023, our funds entered into an agreement with Skyway Capital
Markets to serve as a managing broker-dealer. The agreement designates Skyway to assist us in our efforts to hire, train and manage a
new fully dedicated national wholesaling team that will lead distribution for the primary investment products of our funds under management.
Skyway will assist our new team with introductions to third party broker-dealers and registered investment advisors, many of which have
an existing business relationship with Skyway. Our current managing broker-dealer for our funds’ securities will remain engaged
with us to supervise and manage our existing private client group for our funds’ securities and become a selling group member. Skyway
has not been retained to sell any securities on behalf of the Company and is not acting as a broker-dealer for, or otherwise participating
in, this offering

Should
you or the staff have questions regarding the foregoing responses or additional comments please contact Thomas Poletti at 714.371.2501
or Veronica Lah at 310.312.4130.

    Sincerely,

    /s/ Thomas J. Poletti

    Thomas J. Poletti

    cc:
    Chris Loeffler

Jennifer Schrader

Jade Leung

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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CALIBERCOS INC.

8901 E. Mountain View
Rd. Ste. 150

Scottsdale, AZ 85258

February 14, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    CaliberCos Inc. (the “Company”)

    Registration Statement on Form S-1

    File No. 333-267657 (the “Registration Statement”)

Ladies and Gentlemen:

Reference is made to our letter
filed as correspondence via EDGAR on February 9, 2023, in which we requested the acceleration of the effective date of the above-captioned
Registration Statement for February 13, 2023 at 4:30 p.m. Eastern Time, in accordance with Rule 461 of the General Rules and Regulations
of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended. We are no longer requesting that such Registration
Statement be declared effective at this time and we hereby formally withdraw our request for acceleration of the effective date. We will
notify you once we are prepared to request acceleration of the effective date of the above-captioned Registration Statement.

Respectfully,

CALIBERCOS INC.

By:
/s/ John C. Loeffler

Name:
John C. Loeffler, II

Title:
Chairman and Chief Executive Officer

CORRESP
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February 14, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

 Attention: Frank Knapp

    Shannon Menjivar

    Stacie Gorman

    Pam Long

    Re:

    CaliberCos Inc. (the “Company”)

    Registration Statement on Form S-1

    File No. 333-267657 (the “Registration Statement”)

    WITHDRAWAL OF REQUEST FOR ACCELERATION OF EFFECTIVENESS

Dear Mr. Knapp, Ms. Menjivar, Ms. Gorman and Ms.
Long:

Reference is made to
our letter, filed as correspondence via EDGAR on February 9, 2023, in which we requested the acceleration of the effective date of the
above-referenced Registration Statement on Form S-1 for 4:30 p.m., Eastern Time, on Monday, February 13, 2023, in accordance with Rule
461 under the Securities Act of 1933, as amended.

We are no longer requesting
that such Registration Statement be declared effective at that date and time and we hereby formally withdraw our request for acceleration
of that effective date.

Please contact Louis
A. Bevilacqua of Bevilacqua PLLC, counsel of the representative of the underwriters, at 202-869-0888 (ext. 100) if you have any questions
in this regard. We appreciate your assistance in this matter.

[Signature page follows]

    Very truly yours,

    As representatives of the underwriters

    Revere Securities, LLC

    By:
    /s/ Arthur DeFilippo

    Name:
     Arthur DeFilippo

    Title:
    Managing Director

    Spartan Capital Securities LLC

    By:
    /s/ Jason Diamond

    Name:
     Jason Diamond

    Title:
     Head Managing Director, Investment Banking

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CALIBERCOS INC.

8901 E. Mountain View
Rd. Ste. 150

Scottsdale, AZ 85258

February 9, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    CaliberCos
    Inc.

    Registration Statement on Form S-1

    File Number 333-267657

Ladies and Gentlemen:

Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, CaliberCos Inc. hereby respectfully requests that the effective date of the
above referenced Registration Statement on Form S-1 (File No. 333-267657) be accelerated to 4:30 p.m., Eastern Time,
on Monday, February 13, 2023, or as soon as practicable thereafter.

Please contact Thomas
J. Poletti of Manatt, Phelps & Phillips, LLP at (714) 371-2501 with any questions you may have regarding this
request. In addition, please notify Mr. Poletti by telephone when this request for acceleration has been granted.

    Respectfully,

    CALIBERCOS INC.

    By:

    /s/ John C. Loeffler

    Name:
    John C. Loeffler, II

    Title:
    Chairman and Chief Executive Officer

    cc:
    Manatt, Phelps & Phillips, LLP

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Revere Securities, LLC

650 Fifth
Avenue, 35th Floor

New York, NY 10019

February 9, 2023

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Division of Corporation Finance

Office of Technology

Washington, D.C. 20549

Attention:
  Frank Knapp

  Shannon Menjivar

  Stacie Gorman

  Pam Long

 Re: CaliberCos Inc. (the “Company”)

    Registration Statement on Form S-1

    File No. 333-267657 (the “Registration Statement”)

Dear Mr. Knapp, Ms. Menjivar, Ms. Gorman and Ms. Long:

In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, (the “Act”),
we hereby join the Company’s request for acceleration of the above- referenced Registration Statement, requesting effectiveness
for 4:30 p.m., Eastern Time on February 13, 2023, or as soon thereafter as practicable.

Pursuant to
Rule 460 under the Act, we wish to advise you that the underwriters have distributed as many copies of the Preliminary Prospectus dated
January 19, 2023 to underwriters, dealers, institutions and others as appears to be reasonable to secure adequate distribution of the
Preliminary Prospectus.

The undersigned,
as the representatives of the several underwriters, represent that the several underwriters have and will comply with the requirements
of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Please contact
Lou Bevilacqua of Bevilacqua PLLC, counsel of the representative of the underwriters, at 202-869-0888 (ext. 100) to provide notice of
effectiveness, or if you have any questions or concerns regarding the foregoing. We appreciate your assistance in this matter.

[Signature page follows]

    Very truly yours,

    As representatives of the underwriters

    Revere Securities, LLC

    By:
    /s/ Arthur DeFilippo

    Name: Arthur DeFilippo

    Title: Managing Director

    Spartan Capital Securities LLC

    By:
     /s/ Jason Diamond

    Name: Jason Diamond

    Title: Head Managing Director, Investment Banking

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    Thomas J. Poletti

    Manatt, Phelps & Phillips, LLP

    Direct Dial: (714) 371-2501

    TPoletti@manatt.com

    January 31, 2023
    Client-Matter: 64005-035

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C. 20549

Attention: Frank Knapp, Shannon Menjivar, Stacie Gorman and Pam Long

    Re:
    Re: CaliberCos Inc.

Amendment No. 5 to Registration Statement on Form S-1

Filed January 19, 2023

File No. 333-27657

Dear Mr. Knapp, Ms. Menjivar, Ms. Gorman and Ms. Long:

On behalf of our client, CaliberCos
Inc. (the “Company”), we hereby submit the following response to the comment (the “Comment”) of
the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) issued in a
letter dated January 31, 2023 (the “Staff’s Letter”) relating to the Company’s Amendment No. 5 to Registration
Statement on Form S-1 as filed with the Commission on January 19, 2023. The Comment is set forth below in bold font and our response
follows the Comment. Terms used but not defined herein have the respective meanings assigned thereto in Amendment No. 5.

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.

RESPONSE:

The Company respectfully acknowledges that there is discrepancy of
approximately 95,000 shares in the number of Class A common shares outstanding at September 30, 2022 and December 31, 2021 disclosed as
of these dates in the Company’s Condensed Consolidated Balance Sheets (Unaudited) on page F-1 and Statements of Changes in Stockholders’
Equity (Unaudited) on page F-3 and as of December 31, 2021 and 2020 disclosed as of these dates in the audited Consolidated Balance Sheets
on page F-3 and audited Consolidated Statementents of Changes in Stockholders’ Equity on page F-5. This discrepancy, which is primarily
related to treasury shares repurchased pursuant to the Buyback Program, was previously identified by the Company and the Company concluded
that the impact of the discrepancy was not material to the financial statements as of and for the nine months ended September 30, 2022
or the financial statements as of and for the years ended December 31, 2021 and 2020. This conclusion was based on an assessment of the
total mix of information, taking into account both quantitative and qualitative factors, as provided for in Staff
Accounting Bulletin No. 99 Topic 1M. The discrepancy in share count is less than 1% of Class A common shares outstanding at September
30, 2022 and December 31, 2021 and 2020. The discrepancy in share count has no impact to total assets, earnings, cash flows or basic or
diluted net income (loss) per share attributable to common shareholders in any period presented. Based on the aforementioned factors,
management does not believe that a correction of this discrepancy would create more meaningful or decision useful information for existing
or potential investors, nor would such change impact investor decision making. In light of the foregoing, the Company therefore respectfully
submits that a reconcilliation referenced in the Comment is unnecessary and respectfully submits that no changes to the as filed financial
statements need be made.

Attention: Frank Knapp, Shannon Menjivar, Stacie
Gorman and Pam Long

January 31, 2023

Page 2

Should you or the staff have
questions regarding the foregoing responses or additional comments please contact Thomas Poletti at 714.371.2501 or Veronica Lah at 310.312.4130.

    Sincerely,

    /s/ Thomas J. Poletti

    Thomas J. Poletti

    cc:
    Chris Loeffler

Jennifer Schrader

Jade Leung

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.

CORRESP
1
filename1.htm

    Thomas J. Poletti

    Manatt, Phelps & Phillips, LLP

    Direct Dial: (714) 371-2501

    TPoletti@manatt.com

    January 6, 2023
    Client-Matter: 64005-035

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C. 20549

Attention: Frank Knapp, Shannon Menjivar, Stacie Gorman and Pam Long

    Re:
    Re: CaliberCos Inc.

Amendment No. 3 to Registration Statement on Form S-1

Filed December 14, 2022

File No. 333-27657

Dear Mr. Knapp, Ms. Menjivar, Ms. Gorman and Ms. Long:

On behalf of our client, CaliberCos
Inc. (the “Company”), we hereby file the Company’s Amendment No. 4 to Registration Statement on Form S-1
(“Amendment No. 4”). Amendment No. 4 is filed to provide our response to the comment (the “Comment”)
of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) issued in
a letter dated December 30, 2022 (the “Staff’s Letter”) relating to the Company’s Amendment No. 3 to Registration
Statement on Form S-1 as filed with the Commission on December 14, 2022. The Comment is set forth below in bold font and
our response follows the Comment. Terms used but not defined herein have the respective meanings assigned thereto in Amendment No. 4.

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 for prospective
investors to assess the rapidly changing value of your stock.

RESPONSE:

Pursuant to the Staff’s request, an additional
risk factor has been added addressing the Staff’s comments.

Attention: Frank Knapp, Shannon Menjivar, Stacie Gorman and Pam Long

January 6, 2023

Page 2

Should you or the staff have
questions regarding the foregoing responses or additional comments please contact Thomas Poletti at 714.371.2501 or Veronica Lah at 310.312.4130.

    Sincerely,

    /s/ Thomas J. Poletti

    Thomas J. Poletti

    cc:
    Chris Loeffler

Jennifer Schrader

Jade Leung

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.

CORRESP
1
filename1.htm

    Thomas J. Poletti

    Manatt, Phelps & Phillips, LLP

    Direct Dial: (714) 371-2501

    TPoletti@manatt.com

    December 14, 2022
    Client-Matter: 64005-035

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C. 20549

Attention: Frank Knapp, Shannon Menjivar, Stacie Gorman and Pam Long

    Re:
    Re: CaliberCos Inc.

Amendment No. 2 to Registration Statement on Form S-1

Filed November 23, 2022

File No. 333-27657

Dear Mr. Knapp, Ms. Menjivar, Ms. Gorman and Ms. Long:

On behalf of our
client, CaliberCos Inc. (the “Company”), we hereby file the Company’s Amendment No. 3 to Registration Statement
on Form S-1 (“Amendment No. 3”). Amendment No. 3 is filed to provide responses to comments (the “Comments”)
of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) issued in
a letter dated December 9, 2022 (the “Staff’s Letter”) relating to the Company’s Amendment No. 2 to Registration
Statement on Form S-1 as filed with the Commission on November 23, 2022. In order to facilitate your review, we have responded, on
behalf of the Company, to each of the Comments set forth in the Staff’s Letter, on a point by point basis. The Comments are set
forth below in bold font and our response follows each respective Comment. In our response, page number references are to Amendment
No. 3. Terms used but not defined herein have the respective meanings assigned thereto in Amendment No. 3.

Amendment No. 2 to Registration Statement on Form S-1

Summary of Financial Data

Consolidated Balance Sheet, page 13

1. Please revise your pro forma stockholders’ (deficit) equity
attributable to CaliberCos Inc.

amount to reflect the amount as of September 30, 2022.

RESPONSE: Pursuant to the Staff’s Comment,
the Company has revised this section to address the Staff’s request.

Attention: Frank Knapp, Shannon Menjivar, Stacie Gorman and Pam Long

December 14, 2022

Page 2

Risk Factors

Our Bylaws have an exclusive forum for adjudication ..., page
25

2. We note your disclosure that your exclusive forum provision does
not apply to actions

brought under the Securities Act of 1933 or the Exchange Act of
1934. However, we note that Section 7.06 of your amended articles only carves out the Securities Act. Please revise as appropriate and
ensure that your disclosure is consistent between your prospectus and your exhibits.

RESPONSE: Pursuant to the Staff’s Comment,
the Company has revised this section and the Company’s Bylaws to address the Staff’s inquiries and refiled its Bylaws as an
exhibit to Amendment No. 3 to ensure that the disclosure is consistent between the prospectus and the exhibits.

Should you or the staff have
questions regarding the foregoing responses or additional comments please contact Thomas Poletti at 714.371.2501 or Veronica Lah at 310.312.4130.

    Sincerely,

    /s/ Thomas J. Poletti

    Thomas J. Poletti

    cc:
    Chris Loeffler

Jennifer Schrader

Jade Leung

United States securities and exchange commission logo
December 9, 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. 2 to Registration Statement on Form S-1
Filed November 23, 2022
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. 2 to Registration Statement on Form S-1
Summary of Financial Data
Consolidated Balance Sheet, page 13
1.Please revise your pro forma stockholders’ (deficit) equity attributable to CaliberCos Inc.
amount to reflect the amount as of September 30, 2022.
Risk Factors
Our Bylaws have an exclusive forum for adjudication ..., page 25
2.We note your disclosure that your exclusive forum provision does not apply to actions
brought under the Securities Act of 1933 or the Exchange Act of 1934.  However, we note

 FirstName LastNameJohn Loeffler, II
 Comapany NameCaliberCos Inc.
 December 9, 2022 Page 2
 FirstName LastName
John Loeffler, II
CaliberCos Inc.
December 9, 2022
Page 2
that Section 7.06 of your amended articles only carves out the Securities Act.  Please
revise as appropriate and ensure that your disclosure is consistent between your
prospectus and your exhibits.
            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.

CORRESP
1
filename1.htm

    Thomas J. Poletti

    Manatt, Phelps & Phillips, LLP

    Direct Dial: (714) 371-2501

    TPoletti@manatt.com

    October 28, 2022
    Client-Matter: 64005-035

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C. 20549

Attention: Frank Knapp, Shannon Menjivar, Stacie Gorman and Pam Long

    Re:
    Re: CaliberCos Inc.

    Registration Statement on Form S-1

    Filed September 29, 2022

    File No. 333-27657

Dear Mr. Knapp, Ms. Menjivar, Ms. Gorman and Ms. Long:

On behalf of our
client, CaliberCos Inc. (the “Company”), we hereby file the Company’s Amendment No. 1 to Registration Statement
on Form S-1 (“Amendment No. 1”). Amendement No. 1 is filed to provide responses to comments (the “Comments”)
of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) issued
in a letter dated October 20, 2022 (the “Staff’s Letter”) relating to the Company’s Registration Statement
on Form S-1 as filed with the Commission on September 29, 2022. In order to facilitate your review, we have responded, on behalf
of the Company, to each of the Comments set forth in the Staff’s Letter, on a point by point basis. The Comments are set forth
below in bold font and our response follows each respective Comment. In our response, page number references are to Amendment No. 1.
Terms used but not defined herein have the respective meanings assigned thereto in Amendment No. 1.

Registration Statement on Form S-1

Risk Factors, page 14

Cover page

1. The facing page of the registration statement indicates
that this is "Amendment No. 2" to the registration statement. Please ensure that the amendment that you file in response
to our comments correctly identifies itself as "Amendment No. 1."

RESPONSE: Pursuant to the Staff’s Comment,
the Company has identified Amendment No. 1 appropriately on the facing page of the registration statement.

Attention: Frank Knapp, Shannon Menjivar, Stacie Gorman and Pam Long

October 28, 2022

Page 2

Management's Discussion and Analysis ...

Trends, page 41

2. We note your response to comment 3 of our letter and
reissue in part. Please expand your disclosure further to elaborate on how increased interest rates applicable to you or your funds
impacts your results of operations, including without limitation:

• Any expected changes to your product and services mix,
including specific challenges or opportunities a rising interest rate environment presents in the nearterm to your construction and
asset purchases, sales, and rental operations, and the impact that ongoing supply chain challenges or disruptions may have on your
ability to make these changes;

• Any expected decreases in project sales, given increased
cost of financing; and

• Expected impacts to your short-term funding costs, including
working capital for inventory and labor costs

RESPONSE: Pursuant to the Staff’s
Comment, the Company has revised this section to address the Staff’s inquiries. In particular, the Company has expanded the
disclosure to list challenges and opportunities a rising interest rate environment presents to the Company and our funds, including
impacts to funding costs and working capital, and discuss expected changes to its product and services mix and project sales.

Business, page 60

3. We note your response to comment 7 of our letter and
reissue in part. We note that your operations are organized into your three reportable segments. Please clarify which funds you
perform these activities for, identifying the funds, clarifying the operations of the funds and your services to them, and breaking
them apart by segment. Please clarify the nature of the interest you hold in each fund and how you benefit from them. We note that
you cite direct membership or partnership interests in the funds, however, you should clearly state whether you receive revenue from
any funds in this capacity (as opposed to fund management, development and brokerage activities reflected in your reportable
segments), and identify those funds and describe your interest in them. In addition, please clarify that the column, "Caliber
Revenues" is presented before eliminations, and please include consolidated revenues in order to balance the disclosure. Also
clarify how the column "Fund Revenues" is determined. If you do not believe this information is material to understanding
your business, please explain why, given that a significant portion of your consolidated revenue is from consolidated funds rather
than the operations underlying your three reportable segments.

RESPONSE: Pursuant to the Staff’s
Comment, the Company has revised this section to address the Staff’s inquiries. In particular, the Company expanded the
disclosure to include a table on page 63 listing the funds and the types of fees earned from each fund, organized by asset class.
This disclosure also includes the nature of the Company’s interest in each fund and that the Company received immaterial
distributions from the two funds in which it owns a membership interest and identifies which funds are consolidated at June 30,
2022. The Company also described the revenues that are included in “Fund Revenues” and included a reconciliation to
total consolidated revenues as presented on the unaudited condensed consolidated statements of operations for the six months ended
June 30, 2022 and 2021, which shows the impact of the unconsolidated funds and intercompany eliminations.

Attention: Frank Knapp, Shannon Menjivar, Stacie Gorman and Pam Long

October 28, 2022

Page 3

Exhibit Index, page II-3

4. We note your response to prior comment 8 that the requested
agreement has been filed as an exhibit. If you are incorporating this and other exhibits by reference to other filings you should
note this in your exhibit index, rather than stating that the exhibits are "previously filed." You must also include an
active hyperlink to exhibits incorporated by reference or filed with the registration statement. Please see Item 601(a)(2) of
Regulation S-K.

RESPONSE: Pursuant to the Staff’s Comment,
the Company has revised this section to address the Staff’s inquiries.

Should you or the staff have
questions regarding the foregoing responses or additional comments please contact Thomas Poletti at 714.371.2501 or Veronica Lah at 310.312.4130.

    Sincerely,

    /s/ Thomas J. Poletti

    Thomas J. Poletti

    cc:
    Chris Loeffler

    Jennifer Schrader

    Jade Leung

United States securities and exchange commission logo
October 20, 2022
John Loeffler, II
Chairman and Chief Executive Officer
CaliberCos Inc.
8901 E. Mountain View Rd.
Ste. 150
Scottsdale, AZ 85258
Re:CaliberCos Inc.
Registration Statement on Form S-1
Filed September 29, 2022
File No. 333-27657
Dear John Loeffler:
            We have reviewed your 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.
Registration Statement on Form S-1
Cover page
1.The facing page of the registration statement indicates that this is "Amendment No. 2" to
the registration statement. Please ensure that the amendment that you file in response to
our comments correctly identifies itself as "Amendment No. 1."
Management's Discussion and Analysis ...
Trends, page 41
2.We note your response to comment 3 of our letter and reissue in part.  Please expand your
disclosure further to elaborate on how increased interest rates applicable to you or your
funds impacts your results of operations, including without limitation:

 FirstName LastNameJohn Loeffler, II
 Comapany NameCaliberCos Inc.
 October 20, 2022 Page 2
 FirstName LastNameJohn Loeffler, II
CaliberCos Inc.
October 20, 2022
Page 2
•Any expected changes to your product and services mix, including specific
challenges or opportunities a rising interest rate environment presents in the near-
term to your construction and asset purchases, sales, and rental operations, and the
impact that ongoing supply chain challenges or disruptions may have on your ability
to make these changes;
•Any expected decreases in project sales, given increased cost of financing; and
•Expected impacts to your short-term funding costs, including working capital for
inventory and labor costs
Business, page 60
3.We note your response to comment 7 of our letter and reissue in part.  We note that your
operations are organized into your three reportable segments.  Please clarify which funds
you perform these activities for, identifying the funds, clarifying the operations of the
funds and your services to them, and breaking them apart by segment.  Please clarify the
nature of the interest you hold in each fund and how you benefit from them.  We note that
you cite direct membership or partnership interests in the funds, however, you should
clearly state whether you receive revenue from any funds in this capacity (as opposed to
fund management, development and brokerage activities reflected in your reportable
segments), and identify those funds and describe your interest in them.  In addition, please
clarify that the column, "Caliber Revenues" is presented before eliminations, and please
include consolidated revenues in order to balance the disclosure.  Also clarify how the
column "Fund Revenues" is determined.  If you do not believe this information is material
to understanding your business, please explain why, given that a significant portion of
your consolidated revenue is from consolidated funds rather than the operations
underlying your three reportable segments.
Exhibit Index, page II-3
4.We note your response to prior comment 8 that the requested agreement has been filed as
an exhibit.  If you are incorporating this and other exhibits by reference to other filings
you should note this in your exhibit index, rather than stating that the exhibits are
"previously filed."  You must also include an active hyperlink to exhibits incorporated by
reference or filed with the registration statement.  Please see Item 601(a)(2) of Regulation
S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameJohn Loeffler, II
 Comapany NameCaliberCos Inc.
 October 20, 2022 Page 3
 FirstName LastName
John Loeffler, II
CaliberCos Inc.
October 20, 2022
Page 3
             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 Stacie Gorman 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.

CORRESP
1
filename1.htm

    Thomas
                                            J. Poletti

Manatt, Phelps &
Phillips, LLP

        Direct Dial:
        (714) 371-2501

        TPoletti@manatt.com

September 29, 2022
Client-Matter: 64005-035

Via
EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C. 20549

Attention: Frank Knapp, Shannon Menjivar,
Stacie Gorman and Pam Long

 Re: Re:
                                            CaliberCos Inc.

                                            Amendment No.1 to Draft Registration Statement on Form S-1

                                            Submitted August 10, 2002

                                            CIK No. 001627282

Dear Mr. Knapp, Ms. Menjivar, Ms. Gorman and Ms. Long:

On behalf of our
client, CaliberCos Inc. (the “Company”), we hereby file Amendment No. 2 to the Company’s Registration Statement
on Form S-1 (the “Amendment No. 2”). Amendment No. 2 is filed to provide responses to comments (the
 “Comments”) of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
issued in a letter dated September 6, 2022 (the “Staff’s Letter”) relating to the Company’s Amendment
No. 1 to Draft Registration Statement on Form S-1 as submitted with the Commission on August 10, 2022. In order to facilitate
your review, we have responded, on behalf of the Company, to each of the Comments set forth in the Staff’s Letter, on a point by
point basis. The Comments are set forth below in bold font and our response follows each respective Comment. In our response, page number
references are to Amendment No. 2. Terms used but not defined herein have the respective meanings assigned thereto in Amendment
No. 2.

Amendment No. 1 to Draft Registration Statement on Form S-1

Risk Factors, page 14

1.             Please expand your
risk factors to discuss interest rates and specifically identify the impact of rate increases on your operations and how your business
has been affected. For example, describe whether your borrowing costs have recently increased or are expected to increase and your ability
to pass along your increased costs of borrowing or project execution to your funds or investors. Please also describe whether increased
borrowing costs have impacted the ability of third parties, such as developers, contractors or others to do business with you.

RESPONSE: Pursuant to the Staff’s Comment,
the Company has revised the risk factor titled “Changes in prevailing interest rates may reduce our profitability, and we may not
be able to adequately anticipate and respond to changes in market interest rates” and added the risk factor titled “Inflation
can have an adverse impact on our business and on our customers” on page 15 to address the potential impact of rate increases
on its operations and how its business has been affected, as well as whether increased borrowing costs have impacted the ability of third
parties, such as developers, contractors or others to

do business with the Company.

Manatt, Phelps & Phillips, LLP 695 Town Center
Drive, 14th Floor, Costa Mesa, California 92626 Tel: 714.371.2500 Fax: 714.371.2550

Albany | Boston | Chicago | Los Angeles | New
York | Orange County | Sacramento | San Francisco | Silicon Valley | Washington, D.C.

Attention: Frank Knapp, Shannon Menjivar, Stacie Gorman and Pam Long

September 29, 2022

Page 2

Future sales and issuances of our Class A common stock . . .
, page 28

2.             We note your response
to comment 3 of our letter. Please revise this risk factor to address the potential impact on investors of the conversion of the Class
B into Class A common stock.

RESPONSE: Pursuant to the Staff’s Comment,
the Company has revised this risk factor to address the potential impact on investors of the conversion of the Class B into Class A common
stock.

Management's Discussion and Analysis..., page 39

3.             We note your statements that inflation and changes in interest
rates are a prevailing trend in 2022, and that inflation historically favors new capital formation for your funds, but has increased
the cost of construction and renovation of your assets. Please expand your disclosures to elaborate on how increased interest rates applicable
to your or your funds impact your results of operations, including without limitation:

• Expected changes to your product and services mix,
including specific challenges or opportunities a rising interest rate environment presents in the near-term to your construction and
asset purchases, sales, and rental operations, and the impact that ongoing supply chain challenges or disruptions may have on your
ability to make these changes;

• Any expected decreases in project sales, given increased
cost of financing;

• Changes to pricing strategy in the near-term, including
how you consider sensitivity to price increases;

• Adjustments to planned capital expenditures and expansion;

• Expected impacts to your short-term funding costs, including
working capital for inventory and labor costs;

• Anticipated impacts on your acquisition of real estate and
construction supplies, given your need to finance the transaction via new borrowings; and

• The impact on liquidity resulting from material debt outstanding.

RESPONSE: Pursuant to the Staff’s Comment,
the Company has revised this section to elaborate on how increased interest rates applicable to the Company or its funds impact the Company’s
results of operations with the addition of Interest Rates and Inflation discussions on page 42 within the “Trends Affecting Our
Business” section of the MD&A. In addition, the Company revised the risk factor titled “Changes in prevailing interest
rates may reduce our profitability, and we may not be able to adequately anticipate and respond to changes in market interest rates”,
and added the risk factor titled “Inflation can have an adverse impact on our business and on our customers” to further disclose
interest rate risk on the results of our operations on page 15.

Attention: Frank Knapp, Shannon Menjivar, Stacie Gorman and Pam Long

September 29, 2022

Page 3

Management's Discussion and Analysis of Financial Condition
and Results of Operations Non-GAAP Measures, page 49

4.             We
note your response to comment 6. Please explain why the discussion and measures of Managed Capital and Fair Value AUM are presented after
the discussion of non-GAAP measures but before non-GAAP EBITDA and Adjusted EBITDA measures. It would appear they should be included
in the actual operating results section of MD&A. Also, we did not locate the relevant period-over-period variance discussion for
Managed Capital and Fair Value AUM measures in relation to comparative and current actual operating results. Please advise.

RESPONSE: Pursuant to the Staff’s Comment,
the Company moved the Assets Under Management section before the Non-GAAP Measures section beginning on page 50. The Company revised
the Assets Under Management section to address the Staff’s inquiries including the addition of the relevant period-over-period
variance discussion for the Managed Capital measure in relation to comparative and current actual operating results. To explain the peior-over-period
variance of the Fair Value AUM measure, the Company added “as the economy continued to recover, our FV AUM increased” and
respectfully, believes that the table detailing the activity impacting the Fair Value AUM measure provides further explanation of the
period-over-period variance.

5.             Please explain the nature and purpose of the “Intercompany
eliminations” and “Noncontrolling interest eliminations” adjustments in your EBITDA calculations on page 52 and why
you believe they are appropriate. On page 49, please expand your disclosure accordingly on how EBITDA is calculated.

RESPONSE: Pursuant to the Staff’s Comment,
the Company has revised its disclosure on page 54 to explain the nature and purpose of the “Intercompany eliminations” and
 “Noncontrolling interest eliminations” adjustments in its EBITDA calculations and how EBITDA is calculated and why the Company
believes these adjustments are appropriate.

Liquidity and Capital Resources, page 53

6.             We
note that the amounts in the cash flow analysis tables here and on page 54 do not clearly correlate to the respective subtotals in
consolidated statements of cash flows on pages F-4 of the unaudited interim financial statements, and F-7 of the audited financial
statements. Please advise.

RESPONSE: Pursuant to the Staff’s Comment,
the Company has revised this section to address the Staff’s inquiries.

Business, page 57

7.             We
note your response to prior comment 9 and your statement that your operations are organized into your three reportable segments.
Please clarify what funds you perform these activities for and whether all of these funds are your consolidated funds. Also clarify
how else you benefit from these funds. We note that you cite direct membership or partnership interests in the funds. Clarify
whether you receive revenue from any funds in this capacity (as opposed to fund management, development and brokerage activities
reflected in your reportable segments), and identify those funds and describe your interest in them. If you do not believe this
information is material to understanding your business, please explain why, given that a significant portion of your consolidated
revenue is from consolidated funds rather than the operations underlying your three reportable segments.

RESPONSE: Pursuant to the Staff’s
Comment, the Company has revised this section to address the Staff’s inquiries within the Structure of Funds section on page
64 of this registration statement to clarify Caliber revenue earned from its funds and added a table detailing the Company’s
revenues.

Attention: Frank Knapp, Shannon Menjivar, Stacie Gorman and Pam Long

September 29, 2022

Page 4

Certain Relationships and Related Party Transactions
Buyback Program, page 75

8.             We note your response to comment 11 of our letter. Please revise
to identify the related party from whom you will repurchase shares and file the agreement as an exhibit.

RESPONSE: Pursuant to the Staff’s
Comment, the Company has revised this section to address the Staff’s inquiries and the requested agreement has been filed as
an exhibit.

Attention: Frank Knapp, Shannon Menjivar, Stacie Gorman and Pam Long

September 29, 2022

Page 5

Should
you or the staff have questions regarding the foregoing responses or additional comments please contact Thomas Poletti at 714.371.2501
or Veronica Lah at 310.312.4130.

    Sincerely,

    /s/ Thomas J. Poletti

    Thomas J. Poletti

 cc: Chris Loeffler

                                            Jennifer Schrader

                                            Jade Leung

United States securities and exchange commission logo
September 6, 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. 1 to Draft Registration Statement on Form S-1
Submitted August 10, 2022
CIK No. 0001627282
Dear Mr. Loeffler:
            We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Risk Factors, page 14
1.Please expand your risk factors to discuss interest rates and specifically identify the
impact of rate increases on your operations and how your business has been affected.  For
example, describe whether your borrowing costs have recently increased or are expected
to increase and your ability to pass along your increased costs of borrowing or project
execution to your funds or investors.  Please also describe whether increased borrowing
costs have impacted the ability of third parties, such as developers, contractors or others to
do business with you.

 FirstName LastNameJohn Loeffler, II
 Comapany NameCaliberCos Inc.
 September 6, 2022 Page 2
 FirstName LastNameJohn Loeffler, II
CaliberCos Inc.
September 6, 2022
Page 2
Future sales and issuances of our Class A common stock . . . , page 28
2.We note your response to comment 3 of our letter.  Please revise this risk factor to address
the potential impact on investors of the conversion of the Class B into Class A common
stock.
Management's Discussion and Analysis..., page 39
3.We note your statements that inflation and changes in interest rates are a prevailing trend
in 2022, and that inflation historically favors new capital formation for your funds, but has
increased the cost of construction and renovation of your assets.  Please expand your
disclosures to elaborate on how increased interest rates applicable to your or your funds
impact your results of operations, including without limitation:
•Expected changes to your product and services mix, including specific challenges or
opportunities a rising interest rate environment presents in the near-term to your
construction and asset purchases, sales, and rental operations, and the impact that
ongoing supply chain challenges or disruptions may have on your ability to make
these changes;
•Any expected decreases in project sales, given increased cost of financing;
•Changes to pricing strategy in the near-term, including how you consider sensitivity
to price increases;
•Adjustments to planned capital expenditures and expansion;
•Expected impacts to your short-term funding costs, including working capital for
inventory and labor costs;
•Anticipated impacts on your acquisition of real estate and construction supplies,
given your need to finance the transaction via new borrowings; and
•The impact on liquidity resulting from material debt outstanding.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Measures, page 49
4.We note your response to comment 6.  Please explain why the discussion and measures of
Managed Capital and Fair Value AUM are presented after the discussion of non-GAAP
measures but before non-GAAP EBITDA and Adjusted EBITDA measures.  It would
appear they should be included in the actual operating results section of MD&A.  Also, we
did not locate the relevant period-over-period variance discussion for Managed Capital
and Fair Value AUM measures in relation to comparative and current actual operating
results.  Please advise.
5.Please explain the nature and purpose of the “Intercompany eliminations” and “Non-
controlling interest eliminations” adjustments in your EBITDA calculations on page 52
and why you believe they are appropriate.  On page 49, please expand your
disclosure accordingly on how EBITDA is calculated.
Liquidity and Capital Resources, page 53

 FirstName LastNameJohn Loeffler, II
 Comapany NameCaliberCos Inc.
 September 6, 2022 Page 3
 FirstName LastName
John Loeffler, II
CaliberCos Inc.
September 6, 2022
Page 3
6.We note that the amounts in the cash flow analysis tables here and on page 54 do not
clearly correlate to the respective subtotals in consolidated statements of cash flows on
pages F-4 of the unaudited interim financial statements, and F-7 of the audited financial
statements.  Please advise.
Business, page 57
7.We note your response to prior comment 9 and your statement that your operations are
organized into your three reportable segments.  Please clarify what funds you perform
these activities for and whether all of these funds are your consolidated funds. Also clarify
how else you benefit from these funds.  We note that you cite direct membership or
partnership interests in the funds.  Clarify whether you receive revenue from any funds in
this capacity (as opposed to fund management, development and brokerage activities
reflected in your reportable segments), and identify those funds and describe your interest
in them.  If you do not believe this information is material to understanding your business,
please explain why, given that a significant portion of your consolidated revenue is from
consolidated funds rather than the operations underlying your three reportable segments.
Certain Relationships and Related Party Transactions
Buyback Program, page 75
8.We note your response to comment 11 of our letter.  Please revise to identify the related
party from whom you will repurchase shares and file the agreement as an exhibit.
            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.

United States securities and exchange commission logo
January 24, 2022
John Loeffler, II
Chairman and Chief Executive Officer
CaliberCos Inc.
8901 E. Mountain View Rd.
Ste. 150
Scottsdale, AZ 85258
Re:CaliberCos Inc.
Draft Registration Statement on Form S-1
Submitted December 28, 2021
CIK No. 0001627282
Dear Mr. Loeffler:
            We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Cover page
1.Please revise the cover page and risk factors to note, if true, that you will be a controlled
company under Nasdaq rules, and as a result, may elect not to comply with certain
corporate governance requirements.
Prospectus Summary, page 1
2.Please revise to provide a summary of your risk factors pursuant to Item 105(b) of
Regulation S-K.

 FirstName LastNameJohn Loeffler, II
 Comapany NameCaliberCos Inc.
 January 24, 2022 Page 2
 FirstName LastName
John Loeffler, II
CaliberCos Inc.
January 24, 2022
Page 2
Future sales and issuances of our Class A common stock . . . , page 21
3.Please revise this risk factor to address the potential impact of future conversion of the
Class B into Class A common stock.
Cautionary Statement Concerning Forward-Looking Statements, page 27
4.We note your statement that the prospectus includes forward-looking statements “within
the meaning of the federal securities laws.”  Please revise to clarify that the safe harbor
provisions of Securities Act Section 27A and Exchange Act Section 21E do not apply to
forward-looking statements made in this offering.
Dilution, page 31
5.We note here and on page 24 that you disclose a negative $9.09 net tangible book value
per Class A common share as of September 30, 2021, based on a net tangible book value
of negative $15.9 million.  Considering that you reported 17.54 million Class A common
shares outstanding at September 30, 2021, please explain how you arrived at this book
value per share amount.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Financial Measures and Indicators
Non-GAAP Measures, page 36
6.We note on page 37 that you identify Capital AUM, Fair Value AUM, and Book Value
AUM as key financial measures, yet disclose no measurement amounts.  Please revise to
disclose measurement amounts for each period presented, including relevant period-over-
period variance discussion.
Results of Operations, page 37
7.We note your results of operations does not include a discussion of Consolidated fund
revenues and Consolidated fund expenses, both of which comprise the majority of your
total consolidated revenues and expenses for all periods presented.  Please expand your
disclosures to provide a more comprehensive analysis of the trends and key factors
impacting period-over-period variances for Consolidated fund revenues and expenses.
We refer you to Item 303(a) of Regulation S-K and Section III.B. of SEC Release No. 33-
8350.
Comparison of Years Ended December 31, 2020 and 2019, page 40
8.We note that the consolidated amounts presented here and the related variance discussion
do not correlate to the amounts reported in the audited consolidated statements of
operation on page F-39.  Please advise.

 FirstName LastNameJohn Loeffler, II
 Comapany NameCaliberCos Inc.
 January 24, 2022 Page 3
 FirstName LastName
John Loeffler, II
CaliberCos Inc.
January 24, 2022
Page 3
Business, page 48
9.Disclosure in this section focuses on business that is attributable to your reportable
segments. Please revise your Summary and Business sections to disclose information
material to understanding your business as a whole. In this regard, we note that your
operations not included in reportable segments appear to account for a majority of your
revenue, and that recent public disclosure in Form 1-K includes information about each of
your Consolidated funds, which does not appear in Form S-1.  Disclosure in your
Summary and Business sections should clarify the nature of services that you and your
subsidiaries provide and assets you manage, including real estate and any other assets,
material information about the Consolidated funds and underlying real estate, how you
allocate assets and whether you hold real estate assets directly.  Please also provide an
organizational chart showing you and your subsidiaries.
Management, page 53
10.Please provide all of the disclosure required by Item 401 of Regulation S-K.  Please
disclose each of the entities that each individual has been associated within at least the
past five years, their position at the entity, and disclose when they began working at each
entity and when they ceased working at each entity.  Further, for your director nominees,
please discuss the specific experience, qualifications, attributes or skills that led to the
conclusion that the individual should serve as your director in light of your business and
structure.  Please refer to Item 401(e) of Regulation S-K.
Certain Relationships and Related Party Transactions, page 62
11.Please revise this section to describe the material terms of the transactions cited in
notes (2) and (8) to the Principal Stockholders table.  In addition, note (8) refers to a
section “Repurchase and Redemption of Shares” that does not appear in the prospectus.
Please revise accordingly, and also file any related agreements as exhibits to the
registration statement.
12.Please identify the related parties with whom you have entered into unsecured promissory
notes through the consolidated VIE, and the basis on which such parties are related.
Financial Statements (Unaudited)
Condensed Consolidated Statements of Operations for the Nine Months Ended September 30,
2021 and 2020 (unaudited), page F-4
13.Please tell us how you applied ASC 810-10-50-10 in electing to present revenues and
expenses of your consolidated VIEs as single “Consolidated fund revenues” and
“Consolidated fund expenses” line item totals, in contrast to a more detailed presentation
that provides a better understanding of your consolidated results.  This also applies to your
audited Consolidated Statements of Operations for the years ended December 31, 2020
and 2019 on page F-39.

 FirstName LastNameJohn Loeffler, II
 Comapany NameCaliberCos Inc.
 January 24, 2022 Page 4
 FirstName LastNameJohn Loeffler, II
CaliberCos Inc.
January 24, 2022
Page 4
Notes to Condensed Consolidated Financial Statements (Unaudited)
Note 2 - Summary of Significant Accounting Policies
Accounting Policies of Consolidated Funds
Revenue Recognition, page F-14
14.Please tell us how you considered the disclosure requirements of ASC 606-10-50 with
respect to the separate revenue activities comprising “Consolidated fund revenues,” to
better enable an understanding of the nature, amount, timing, and uncertainty of each
separate revenue activity.  This also applies to your revenue recognition policy disclosures
beginning on page F-53 of your audited December 31, 2020 and 2019 financial
statements.
Note 11 - Segment Reporting, page F-28
15.You disclose on page F-57 that you have all of the decision-making power with respect to
the activities of your consolidated VIEs, including the power to direct all activities.  You
also disclose on pages F-12 thru F-13 that as a result of your 2021 segment realignment,
the investment funds comprising your previous Hospitality, Residential, Commercial, and
Diversified segments within your consolidated VIE group no longer qualify as operating
segments, since the CODM no longer regularly reviews the funds’ operating results to
assess performance or allocate resources.  Please explain further how you evaluated ASC
280-10-50 in concluding that none of your consolidated VIE operations qualifies as an
operating segment.  As part of your response, please address the following:

•Describe your internal management process with respect to your consolidated VIE
operations, identifying those individuals reporting directly to the CODM that are
responsible for directing activities of the VIE group.

•Describe the specific information reviewed by the CODM with respect to the VIE
operations, how frequently he reviews the information, and the purpose of the review.

•Describe how resources are allocated within and to the VIE group and the CODM’s
role in this process.

This also applies to your segment disclosures beginning on page F-85 of your audited
December 31, 2020 and 2019 financial statements.
General
16.Please provide us with supplemental copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
have presented or expect to present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not you retained, or intend to retain, copies of those
communications.

 FirstName LastNameJohn Loeffler, II
 Comapany NameCaliberCos Inc.
 January 24, 2022 Page 5
 FirstName LastName
John Loeffler, II
CaliberCos Inc.
January 24, 2022
Page 5
            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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        manatt

        manatt | phelps | phillips

    Thomas
        Poletti

        Manatt,
        Phelps & Phillips, LLP

        Direct
        Dial: (714) 371-2501

        E-mail:
        TPoletti@manatt.com

June
18, 2020

Via EDGAR CORRESPONDENCE

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

Attention: Ms. Stacie Gorman and Ms. Pam Long

Office of Real Estate and Commodities

 Re: CaliberCos Inc.

Post-Qualification Offering Circular Amendment No. 1

Filed May 27, 2020

File No. 024-11016

Dear Ms. Gorman and Ms. Long:

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 June 17, 2020 (the “Comment Letter”) in connection with the Company’s
Post-Qualification Offering Circular Amendment No. 1 to Offering Statement on Form 1-A, originally filed with the SEC on May
27, 2020 (the “Offering Circular Amendment”).

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
Circular Amendment. All page number references in the Company’s responses are to page numbers in the Offering Circular Amendment,
which is being refiled concurrently with this response.

Incorporation by Reference
of Offering Circular, page 1

 1. We note that you are seeking to incorporate information by reference. Please note that General
Instruction III of Form 1-A limits the amount of information that can be incorporated by reference and further requires that all
descriptions of where information incorporated by reference can be found must be accompanied by a hyperlink to the incorporated
document on EDGAR. Please revise your post-effective amendment to comply with the requirements set forth in this instruction.

Response:
The Company has revised the Offering Circular Amendment to comply with the requirements set forth in General Instruction III of
Form 1-A.

Trends Affecting
Our Business, page 3

 2. We note your disclosure that the majority of your business is located in Arizona. If material,
please revise your disclosure to address the recent significant increase of COVID-19 in Arizona and any additional impact of this
increase on your business operations.

Response:
The Company has revised the disclosure to address the recent significant increase of COVID-19 in Arizona and to disclose that the
Company is currently unable to quantify the economic effect, if any, on the Company’s business operations.

General

 3. Please note the financial statement updating requirements of paragraph (c)(1) Part F/S of
Form 1-A.

Response:
The Company has included the consolidated financial statements for the years ended December 31, 2019 and December 31, 2018
and the notes thereto in the Offering Circular Amendment.

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

      2

We thank you for your
prompt attention to this letter responding to the previously submitted Offering Circular Amendment 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.

      3

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June 18, 2020

Via EDGAR CORRESPONDENCE

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

Attention: Ms. Stacie Gorman and Ms. Pam Long

Office of Real Estate and Commodities

    Re:
    CaliberCos Inc.

    Post-Qualification Offering Circular Amendment No. 1

    Filed June 18, 2020

    File No. 024-11016

Dear Ms. Gorman and Ms. Long:

Pursuant to Rule 252(e)
of the Securities Act of 1933, as amended, CaliberCos Inc. hereby requests acceleration of the qualification date of the above-referenced
Post-Qualification Offering Circular Amendment No. 1 to the CaliberCos Inc. Offering Circular on Form 1-A to 5:00 p.m., Eastern
Time, on June 19, 2020, or as soon thereafter as is practicable.

If you have any questions
regarding the matters discussed above, please do not hesitate to contact our counsel Thomas J. Poletti, Esq., of Manatt, Phelps
 & Phillips, LLP at (714) 371-2501.

    Sincerely,

    CaliberCos Inc.

    By:
    /s/ Jade Leung

    Jade Leung

    Chief Financial Officer

    cc:
    Chris Loeffler, CEO

    Thomas Poletti, Manatt, Phelps & Phillips, LLP

United States securities and exchange commission logo
June 17, 2020
John Loeffler, II
Chief Executive Officer
CaliberCos Inc.
8901 E. Mountain View Rd
Ste 150
Scottsdale, AZ 85258
Re:CaliberCos Inc.
Offering Statement on Form 1-A
Post-qualification Amendment No. 1
Filed May 27, 2020
File No. 024-11016
Dear Mr. Loeffler:
            We have reviewed your amendment 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 offering 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 offering statement and the information you
provide in response to these comments, we may have additional comments.
Offering Statement on Form 1-A Post-qualification Amendment No. 1
Incorporation by Reference of Offering Circular, page 1
1.We note that you are seeking to incorporate information by reference.  Please note that
General Instruction III of Form 1-A limits the amount of information that can be
incorporated by reference and further requires that all descriptions of where information
incorporated by reference can be found must be accompanied by a hyperlink to the
incorporated document on EDGAR.  Please revise your post-effective amendment to
comply with the requirements set forth in this instruction.
Trends Affecting Our Business, page 3
2.We note your disclosure that the majority of your business is located in Arizona.  If

 FirstName LastNameJohn Loeffler, II
 Comapany NameCaliberCos Inc.
 June 17, 2020 Page 2
 FirstName LastName
John Loeffler, II
CaliberCos Inc.
June 17, 2020
Page 2
material, please revise your disclosure to address the recent significant increase of
COVID-19 in Arizona and any additional impact of this increase on your business
operations.
General
3.Please note the financial statement updating requirements of paragraph (c)(1) Part F/S of
Form 1-A.
            We will consider qualifying your offering statement at your request.  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            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 Poletti, Esq.

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February 24, 2020

Via EDGAR CORRESPONDENCE

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

Attention: Mr. Joel Parker and Ms. Stacie Gorman

Office of Real Estate and Commodities

 Re: CaliberCos Inc.

Amendment No. 7 to Offering Statement on Form 1-A

Filed February 7, 2020

File No. 024-11016

Dear Mr. Parker and Ms. Gorman:

Pursuant to Rule 252(e) of the Securities
Act of 1933, as amended, CaliberCos Inc. hereby requests acceleration of the qualification date of the above-referenced Offering
Statement on Form 1-A to 5:00 p.m., Eastern Time, on February 28, 2020, or as soon thereafter as is practicable.

If you have any questions regarding the
matters discussed above, please do not hesitate to contact our counsel Thomas J. Poletti, Esq., of Manatt, Phelps & Phillips,
LLP at (714) 371-2501.

    Sincerely,

    CaliberCos
    Inc.

    By:
    /s/
    Jade Leung

    Jade Leung

    Chief Financial
    Officer

cc: Chris Loeffler, CEO

Thomas Poletti, Manatt, Phelps & Phillips,
LLP

CORRESP
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        manatt

        manatt | phelps | phillips

        Thomas Poletti

        Manatt, Phelps & Phillips, LLP

        Direct Dial: (714) 371-2501

        E-mail: TPoletti@manatt.com

January 24, 2020

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. 4 to Offering Statement on Form 1-A

Filed January 3, 2020

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 January 21,
2020 (the “Comment Letter”) in connection with the Company’s Amendment No. 4 to the Offering Statement
on Form 1-A (the “Offering Statement”), as filed with the SEC on January 3, 2020.

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.

*                	*	                *

Security Ownership of Management
and Certain Stockholders, page 65

 1. We partially reissue comment 6 of our letter. We continue to note that footnote one states
the table does not reflect the conversion of convertible debt securities into class a common stock. We also note the reference
to convertible debt in footnote 10 to the financial statements on page F-29. If the convertible debt may be converted within 60
days, please revise the table to include such conversions, as required by Item 403(a) of Regulation S-K and Exchange Act Rule 13d-3(d)(1).
Please also describe the terms of conversion for the convertible debt.

Response:
The Company has revised the disclosure on page 65 to confirm that (i) none of the named executive officers and directors or Donnie
Schrader beneficially own any shares of Series A Preferred Stock or convertible debt securities; and (ii) no holder of convertible
debt would become a beneficial owner of 5% or more of the Company’s Class A Common Stock should any such holder convert all
convertible debt held by such holder within 60 days of the date of the Offering Statement.

Repurchase and
Redemption of Shares, page 72

 2. We note your response to comment 7 of our letter. Your disclosure indicates that you will
redeem shares at the “per share price of the Series B preferred shares offered.” However, in this section you state
that you agreed to repurchase Donnie Schrader’s shares at $2.70 per share. Please clarify if you will repurchase Mr. Schrader’s
shares at $2.70 per share or $4 per share. If you will repurchase at $4, please clarify if you have amended the agreement with
him to account for the change in price.

Response:
The Company has revised the disclosures on pages 66 and 73 to clarify that notwithstanding the terms of the Buyback Program, the
Company has agreed to redeem up to an aggregate of 613,085 shares from Mr. Schrader subject to monthly repurchase further to the
Buyback Program at a price of $4.00 per share.

Plan of Distribution,
page 78

 3. We note your response to comment 8 of our letter. Please clarify whether all purchases will
be made through the online platform or whether investors may purchase by other means. If investors may purchase other than through
the platform, clarify whether the 2% transaction fee will still apply. If not, please revise the disclosure throughout the offering
circular to make clear that investors will be paying a 2% premium if they purchase through the online platform.

Response:
The Company has revised the disclosures on the cover page and page 80 to clarify that investors may elect to purchase the Series
B Preferred Stock directly with the Company and not through the online platform offered by SeedInvest and that in such instances,
the 2% transaction fee will not apply.

Exhibit 12

      2

 4. Please have counsel revise the legal opinion to include the common shares to be qualified
in this offering.

Response:
The Company has appended a revised legal opinion as Exhibit 12.1.

      3

Should you or the Staff
have additional questions or comments concerning the Company’s proposed responses to the Comment Letter, 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.

      4

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manatt | phelps | phillips

    Thomas Poletti

    Manatt, Phelps & Phillips, LLP

    Direct Dial:  (714) 371-2501

    E-mail:  TPoletti@manatt.com

January 23, 2020

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. 4 to Offering Statement on Form 1-A

Filed January 3, 2020

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 January 21,
2020 (the “Comment Letter”) in connection with the Company’s Amendment No. 4 to the Offering Statement
on Form 1-A (the “Offering Statement”), as filed with the SEC on January 3, 2020.

Attached as Exhibit A is a draft
response letter (including Exhibit 1 to the draft response letter) which contemplates the proposed revisions to the Offering
Statement in bold underlined text (for added text) and strike-through text (for deleted text) in response to the Comment Letter.
Once the Company receives further comments or sign-off from the Staff in connection with the proposed revisions contained in the
draft response letter, the Company will file Amendment No. 5 to the Offering Statement.

*	           *	           *

Should you or the Staff
have additional questions or comments concerning the Company’s proposed responses to the Comment Letter, 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.

    2

Exhibit
A

Draft
Response Letter

January [__], 2020

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. 4 to Offering Statement on Form 1-A

Filed January 3, 2020

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 January 21,
2020 (the “Comment Letter”) in connection with the Company’s Amendment No. 4 to Offering Statement on
Form 1-A (the “Offering Statement”), as filed with the SEC on January 3, 2020.

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.

    3

Security Ownership of Management
and Certain Stockholders, page 65

 1. We partially reissue comment 6 of our letter. We continue to note that footnote one states
the table does not reflect the conversion of convertible debt securities into class a common stock. We also note the reference
to convertible debt in footnote 10 to the financial statements on page F-29. If the convertible debt may be converted within 60
days, please revise the table to include such conversions, as required by Item 403(a) of Regulation S-K and Exchange Act Rule 13d-3(d)(1).
Please also describe the terms of conversion for the convertible debt.

Response:
The Company has revised the disclosure on page 65 to confirm that (i) none of the named executive officers and directors or Donnie
Schrader beneficially own any shares of Series A Preferred Stock or convertible debt securities; and (ii) no holder of convertible
debt would become a beneficial owner of 5% or more of the Company’s Class A Common Stock should any such holder convert all
convertible debt held by such holder within 60 days of the date of the Offering Statement.

Attached hereto is Exhibit
1-1 which reflects the pages from the Offering Statement that will be revised in accordance with the foregoing. The bold underlined
font refers to text that is proposed to be added to the Offering Statement and strike-through font for text that is proposed to
be deleted from the Offering Statement.

Repurchase and
Redemption of Shares, page 72

 2. We note your response to comment 7 of our letter. Your disclosure indicates that you will
redeem shares at the “per share price of the Series B preferred shares offered.” However, in this section you state
that you agreed to repurchase Donnie Schrader’s shares at $2.70 per share. Please clarify if you will repurchase Mr. Schrader’s
shares at $2.70 per share or $4 per share. If you will repurchase at $4, please clarify if you have amended the agreement with
him to account for the change in price.

Response:
The Company has revised the disclosures on pages 66 and 73 to clarify that notwithstanding the terms of the Buyback Program, the
Company has agreed to redeem up to an aggregate of 613,085 shares from Mr. Schrader subject to monthly repurchase further to the
Buyback Program at a price of $4.00 per share.

Please refer to Exhibit
1-2 which reflects the pages from the Offering Statement that will be revised in accordance with the foregoing. The bold underlined
font refers to text that is proposed to be added to the Offering Statement and strike-through font for text that is proposed to
be deleted from the Offering Statement.

Plan of Distribution,
page 78

 3. We note your response to comment 8 of our letter. Please clarify whether all purchases will
be made through the online platform or whether investors may purchase by other means. If investors may purchase other than through
the platform, clarify whether the 2% transaction fee will still apply. If not, please revise the disclosure throughout the offering
circular to make clear that investors will be paying a 2% premium if they purchase through the online platform.

    4

Response:
The Company has revised the disclosures on the cover page and page 80 to clarify that investors may elect to purchase the Series
B Preferred Stock directly with the Company and not through the online platform offered by SeedInvest and that in such instances,
the 2% transaction fee will not apply.

Please refer to Exhibit
1-3 which reflects the pages from the Offering Statement that will be revised in accordance with the foregoing. The bold underlined
font refers to text that is proposed to be added to the Offering Statement and strike-through font for text that is proposed to
be deleted from the Offering Statement.

Exhibit 12

 4. Please have counsel revise the legal opinion to include the common shares to be qualified
in this offering.

Response:
The Company has appended a revised legal opinion as Exhibit 12.1.

Please refer to Exhibit
2 which reflects a revised legal opinion that includes the common stock to be qualified in the offering. The bold underlined font
refers to text that is proposed to be added to the legal opinion and strike-through font for text that is proposed to be deleted
from the legal opinion.

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

    5

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,

    Thomas Poletti

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

Jade Leung, Chief Financial Officer

CaliberCos Inc.

    6

Exhibit
1

Proposed
Amendments to Disclosure

Exhibit 1-1

Page 65

 (1) Applicable percentage ownership is based on 15,495,212
shares of Class A Common Stock and 12,474,692 shares of Class B Common Stock outstanding as of November 30, 2019.
Does not give effect to the conversion of shares of Series A Preferred Stock to Class A Common Stock or the conversion
of convertible debt securities into Class A Common Stock. None
of the named executive officers and directors or Donnie Schrader beneficially own any shares of Series A Preferred Stock or convertible
debt securities. In addition, no holder of convertible debt would become a beneficial owner of 5% or more of the Company’s
Class A Common Stock should any such holder convert all convertible debt held by such holder within 60 days of the date of this
Offering Circular.

Exhibit 1-2

Page 66

 (8) In September 2018, the Company agreed to repurchase all 6,239,846 shares (“Buyback Program”) owned by Donnie
Schrader for $2.70 per share of common stock in exchange for an amendment to his shareholder voting rights and other company protections.
Among other things, the Buyback Program is terminated when the Company completes an initial public offering and is listed on a
national exchange. The shares are being reacquired at various amounts ranging from 6,000 to 10,000 units on a monthly basis
until such time as the Company has satisfied the termination conditions or until all of the shares have been reacquired, which
could be in 2075. As of November 30, 2019, an aggregate of 109,000 shares had been repurchased by the Company. Notwithstanding
the terms of the Buyback Program, the Company has agreed to redeem up to an aggregate of 613,085 shares subject to monthly repurchase
further to the Buyback Program at a price of $4.00 per share as referenced below under “Repurchase and Redemption of Shares”.
By way of example only, if (i) two months have elapsed from the date of this Offering Circular, (ii) the Company has sold an aggregate
of $25.0 million of Series B Preferred further to this Offering Circular and (iii) the Company has not completed its initial public
offering and its stock is not listed on a national exchange, 613,085 shares held by Donnie Schrader would be redeemed by the Company
at a price of $4.00 per share as referenced below under “Repurchase and Redemption of Shares” and 12,000 shares would
be repurchased at a price of $2.70 per share further to the terms of the Buyback Program (6,000 shares per month for two months).

    7

Page 73

Repurchase and Redemption of Shares

In September 2018, the Company agreed to
repurchase all 6,239,846 shares (“Buyback Program”) owned by Donnie Schrader, a significant shareholder of the Company,
for $2.70 per share of common stock in exchange for an amendment to his shareholder voting rights and other company protections.
Among other things, the Buyback Program is terminated when the Company completes an initial public offering and is listed on a
national exchange. The shares are being reacquired at various amounts ranging from 6,000 to 10,000 units on a monthly basis until
such time as the Company has satisfied the termination conditions or until all of the shares have been reacquired, which could
be in 2075. As of November 30, 2019, an aggregate of 109,000 shares had been repurchased by the Company. Notwithstanding
the terms of the Buyback Program, the Company has agreed to redeem up to an aggregate of 613,085 shares subject to monthly repurchase
further to the Buyback Program at a price of $4.00 per share as referenced below under “Repurchase and Redemption of Shares”.
By way of example only, if (i) two months have elapsed from the date of this Offering Circular, (ii) the Company has sold an aggregate
of $25.0 million of Series B Preferred further to this Offering Circular and (iii) the Company has not completed its initial public
offering and its stock is not listed on a national exchange, 613,085 shares held by Donnie Schrader would be redeemed by the Company
at a price of $4.00 per share as referenced below under “Repurchase and Redemption of Shares” and 12,000 shares would
be repurchased at a price of $2.70 per share further to the terms of the Buyback Program (6,000 shares per month for two months).

Exhibit 1-3

Cover Page

 (1) SI Securities, LLC intends to use an online platform provided
by SeedInvest Technology, LLC, an affiliate of SI Securities, LLC, at the domain name www.seedinvest.com (the "Online Platform")
to provide technology tools to allow for the sales of securities in this offering. With respect to any sales of Series B Preferred
Stock made through the Online Platform, SI Securities, LLC will charge you a non-refundable transaction fee equal to 2% of the
amount you invest (up to $300) at the time you subscribe for our shares. Investors are able to make investments directly with the
Company outside of the Online Platform; no such fee will be payable to SI Securities, LLC in connection with any such direct investment.
See “Plan of Distribution” for details of compensation and transaction fees to be paid to SI Securities, LLC and sales
agents that may be engaged by SI Securities, LLC.

    8

Page 80

SI Securities, LLC intends to use an online platform provided
by SeedInvest Technology, LLC, an affiliate of SI Securities, LLC, at the domain name www.seedinvest.com (the “Online Platform”)
to provide technology tools to allow for the sales of securities in this offering. With
respect to any sales of Series B Preferred Stock made through the Online Platform, SI Securities, LLC will charge you
a non-refundable transaction fee equal to 2% of the amount you invest (up to $300) at the time you subscribe for our shares. Investors
are able to make investments directly with the Company outside of the Online Platform; no such fee will be payable to SI Securities,
LLC, in connection with any such direct investment. In addition, SI Securities, LLC may engage selling agents in connection
with the offering to assist with the placement of securities.

    9

Exhibit
2

Opinion
of Counsel

January
3__,
2020

CaliberCos Inc.

8901 E. Mountain View Road

Suite 150

Scottsdale, Arizona 85258

 Re: Offering Statement on Form 1-A

Ladies and Gentlemen:

We have acted as counsel
to CaliberCos Inc., a Delaware corporation (the “Company”), in connection with its filing of an offering statement
on Form 1-A (File No. 024-11016) (the “Offering Statement”), filed by the Company with the Securities and Exchange
Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).
The Offering Statement relates to the proposed issuance and sale on a continuous basis by the Company of up to 12,500,000 shares
of the Series B Preferred Stock of the Company (the “SharesSeries
B Preferred Stock”), which is convertible into 12,500,000
shares of the Class A Common Stock of the Company (the “Class A Common Stock”) pursuant to Rule 251(d)(3)(i)(F)
of the Securities Act, as set forth in the Offering Statement. This opinion letter is furnished to you at your request to enable
you to fulfill the requirements of Form 1-A in connection with the Offering Statement.

We have examined such
corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate
for the purposes of rendering this opinion. We have relied, without independent verification, on certificates of public officials
and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.

For purposes of this
opinion, we have made assumptions that are customary in opinion letters of this kind, including (i) the authenticity of original
documents and the genuineness of all signatures; (ii) the accu

CORRESP
1
filename1.htm

manatt | phelps | phillips

    Thomas Poletti

    Manatt, Phelps & Phillips, LLP

    Direct Dial:  (714) 371-2501

    E-mail:  TPoletti@manatt.com

January 22, 2020

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. 4 to Offering Statement on Form 1-A

Filed January 3, 2020

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 January 21,
2020 (the “Comment Letter”) in connection with the Company’s Amendment No. 4 to the Offering Statement
on Form 1-A (the “Offering Statement”), as filed with the SEC on January 3, 2020.

Attached as Exhibit A is a draft
response letter (including Exhibit 1 to the draft response letter) which contemplates the proposed revisions to the Offering
Statement in bold underlined text (for added text) and strike-through text (for deleted text) in response to the Comment Letter.
Once the Company receives further comments or sign-off from the Staff in connection with the proposed revisions contained in the
draft response letter, the Company will file Amendment No. 5 to the Offering Statement.

*	          *	          *

Should you or the Staff
have additional questions or comments concerning the Company’s proposed responses to the Comment Letter, 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.

    2

Exhibit
A

Draft
Response Letter

January [__], 2020

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. 4 to Offering Statement on Form 1-A

Filed January 3, 2020

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 January 21,
2020 (the “Comment Letter”) in connection with the Company’s Amendment No. 4 to Offering Statement on
Form 1-A (the “Offering Statement”), as filed with the SEC on January 3, 2020.

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.

    3

Security Ownership of Management
and Certain Stockholders, page 65

 1. We partially reissue comment 6 of our letter. We continue to note that footnote one states
the table does not reflect the conversion of convertible debt securities into class a common stock. We also note the reference
to convertible debt in footnote 10 to the financial statements on page F-29. If the convertible debt may be converted within 60
days, please revise the table to include such conversions, as required by Item 403(a) of Regulation S-K and Exchange Act Rule 13d-3(d)(1).
Please also describe the terms of conversion for the convertible debt.

Response:
The Company has revised the disclosure on page 65 to confirm that (i) none of the named executive officers and directors or Donnie
Schrader beneficially own any shares of Series A Preferred Stock or convertible debt securities; and (ii) no holder of convertible
debt would become a beneficial owner of 5% or more of the Company’s Class A Common Stock should any such holder convert
all convertible debt held by such holder within 60 days of the date of the Offering Statement.

Attached hereto is Exhibit
1-1 which reflects the pages from the Offering Statement that will be revised in accordance with the foregoing. The bold underlined
font refers to text that is proposed to be added to the Offering Statement and strike-through font for text that is proposed to
be deleted from the Offering Statement.

Repurchase and
Redemption of Shares, page 72

 2. We note your response to comment 7 of our letter. Your disclosure indicates that you will
redeem shares at the “per share price of the Series B preferred shares offered.” However, in this section you state
that you agreed to repurchase Donnie Schrader’s shares at $2.70 per share. Please clarify if you will repurchase Mr. Schrader’s
shares at $2.70 per share or $4 per share. If you will repurchase at $4, please clarify if you have amended the agreement with
him to account for the change in price..

Response:
The Company has revised the disclosures on pages 66 and 73 to clarify that the shares held by Donnie Schrader are subject to both
redemption by the Company at $4.00 per share and the Buyback Program at a price of 2.70 per share.

Please refer to Exhibit
1-2 which reflects the pages from the Offering Statement that will be revised in accordance with the foregoing. The bold underlined
font refers to text that is proposed to be added to the Offering Statement and strike-through font for text that is proposed to
be deleted from the Offering Statement.

Plan of Distribution,
page 78

 3. We note your response to comment 8 of our letter. Please clarify whether all purchases will
be made through the online platform or whether investors may purchase by other means. If investors may purchase other than through
the platform, clarify whether the 2% transaction fee will still apply. If not, please revise the disclosure throughout the offering
circular to make clear that investors will be paying a 2% premium if they purchase through the online platform.

Response:
The Company has revised the disclosures on the cover page and page 80 to clarify that investors may elect to purchase the Series
B Preferred Stock directly with the Company and not through the online platform offered by SeedInvest and that in such instances,
the 2% transaction fee will not apply.

    4

Please refer to Exhibit
1-3 which reflects the pages from the Offering Statement that will be revised in accordance with the foregoing. The bold underlined
font refers to text that is proposed to be added to the Offering Statement and strike-through font for text that is proposed to
be deleted from the Offering Statement.

Exhibit 12

 4. Please have counsel revise the legal opinion to include the common shares to be qualified
in this offering.

Response:
The Company has appended a revised legal opinion as Exhibit 12.1.

Please refer to Exhibit
2 which reflects a revised legal opinion that includes the common stock to be qualified in the offering. The bold underlined font
refers to text that is proposed to be added to the legal opinion and strike-through font for text that is proposed to be deleted
from the legal opinion.

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

    5

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,

    Thomas Poletti

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

Jade Leung, Chief Financial Officer

CaliberCos Inc.

    6

Exhibit
1

Proposed
Amendments to Disclosure

Exhibit 1-1

Page 65

 (1) Applicable percentage ownership is based on 15,495,212
shares of Class A Common Stock and 12,474,692 shares of Class B Common Stock outstanding as of November 30, 2019.
Does not give effect to the conversion of shares of Series A Preferred Stock to Class A Common Stock or the conversion
of convertible debt securities into Class A Common Stock. None
of the named executive officers and directors or Donnie Schrader beneficially own any shares of Series A Preferred Stock or convertible
debt securities. In addition, no holder of convertible debt
would become a beneficial owner of 5% or more of the Company’s Class A Common Stock should any such holder convert all convertible
debt held by such holder within 60 days of the date of this Offering Circular.

Exhibit 1-2

Page 66

 (8) In September 2018, the Company agreed to repurchase all 6,239,846 shares (“Buyback Program”) owned by Donnie
Schrader for $2.70 per share of common stock in exchange for an amendment to his shareholder voting rights and other company protections.
Among other things, the Buyback Program is terminated when the Company completes an initial public offering and is listed on a
national exchange. The shares are being reacquired at various amounts ranging from 6,000 to 10,000 units on a monthly basis
until such time as the Company has satisfied the termination conditions or until all of the shares have been reacquired, which
could be in 2075. As of November 30, 2019, an aggregate of 109,000 shares had been repurchased by the Company. The
Buyback Program is in addition to the redemption of shares held by Donnie Schrader referenced below under “Repurchase and
Redemption of Shares”, which redemption is at a price of $4.00 per share as compared to $2.70 under the Buyback Program.

Page 73

Repurchase and Redemption of Shares

In September 2018, the Company agreed to
repurchase all 6,239,846 shares (“Buyback Program”) owned by Donnie Schrader, a significant shareholder of the Company,
for $2.70 per share of common stock in exchange for an amendment to his shareholder voting rights and other company protections.
Among other things, the Buyback Program is terminated when the Company completes an initial public offering and is listed on a
national exchange. The shares are being reacquired at various amounts ranging from 6,000 to 10,000 units on a monthly basis until
such time as the Company has satisfied the termination conditions or until all of the shares have been reacquired, which could
be in 2075. As of November 30, 2019, an aggregate of 109,000 shares had been repurchased by the Company. The
Buyback Program is in addition to the redemption of shares held by Donnie Schrader referenced below, which redemption is at a price
of $4.00 per share as compared to $2.70 under the Buyback Program.

    7

Exhibit 1-3

Cover Page

 (1) SI Securities, LLC intends to use an online platform provided
by SeedInvest Technology, LLC, an affiliate of SI Securities, LLC, at the domain name www.seedinvest.com (the "Online Platform")
to provide technology tools to allow for the sales of securities in this offering. With respect to any sales of Series B Preferred
Stock made through the Online Platform, SI Securities, LLC will charge you a non-refundable transaction fee equal to 2% of the
amount you invest (up to $300) at the time you subscribe for our shares. Investors are able to make investments directly with the
Company outside of the Online Platform; no such fee will be payable to SI Securities, LLC in connection with any such direct investment.
See “Plan of Distribution” for details of compensation and transaction fees to be paid to SI Securities, LLC and sales
agents that may be engaged by SI Securities, LLC.

Page 80

SI Securities, LLC intends to use an online platform provided
by SeedInvest Technology, LLC, an affiliate of SI Securities, LLC, at the domain name www.seedinvest.com (the “Online Platform”)
to provide technology tools to allow for the sales of securities in this offering. With
respect to any sales of Series B Preferred Stock made through the Online Platform, SI Securities, LLC will charge you
a non-refundable transaction fee equal to 2% of the amount you invest (up to $300) at the time you subscribe for our shares. Investors
are able to make investments directly with the Company outside of the Online Platform; no such fee will be payable to SI Securities,
LLC, in connection with any such direct investment. In addition, SI Securities, LLC may engage selling agents in connection
with the offering to assist with the placement of securities.

    8

Exhibit
2

Opinion
of Counsel

January 3__, 2020

CaliberCos Inc.

8901 E. Mountain View Road

Suite 150

Scottsdale, Arizona 85258

 Re: Offering Statement on Form 1-A

Ladies and Gentlemen:

We have acted as counsel
to CaliberCos Inc., a Delaware corporation (the “Company”), in connection with its filing of an offering statement
on Form 1-A (File No. 024-11016) (the “Offering Statement”), filed by the Company with the Securities and Exchange
Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).
The Offering Statement relates to the proposed issuance and sale on a continuous basis by the Company of up to 12,500,000 shares
of the Series B Preferred Stock of the Company (the “SharesSeries
B Preferred Stock”), which is convertible into 12,500,000
shares of the Class A Common Stock of the Company (the “Class A Common Stock”) pursuant to Rule 251(d)(3)(i)(F)
of the Securities Act, as set forth in the Offering Statement. This opinion letter is furnished to you at your request to enable
you to fulfill the requirements of Form 1-A in connection with the Offering Statement.

We have examined such
corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate
for the purposes of rendering this opinion. We have relied, without independent verification, on certificates of public officials
and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.

For purposes of this
opinion, we have made assumptions that are customary in opinion letters of this kind, including (i) the authenticity of original
documents and the genuineness of all signatures; (ii) the accuracy and completeness of all documents submitted to us; (iii) the
conformity to the originals of all documents submitted to us as copies; (iv) the legal capacity of all natural persons; and (v)
that the Offering Statement and any amendments thereto (including post-effective amendments) will have become qualified under
the Securities Act. We have not independently verified any of those assumptions.

Our opinion herein
is expressed solely with respect to the Delaware General Corporate Law (the “DGCL”). We express no opinion as
to whether the laws of any jurisdiction are applicable to the subject matter hereof. Our opinions as to the DGCL are based solely
on a review of the official statutes of the State of Delaware and the applicable provisions of the Delaware Constitution and the
reported judicial decisions interpreting such statutes and provisions. No opinion is being rendered hereby with respect to the
truth, accuracy or completeness of the Offering Statement or any portion thereof.

Based on the foregoing,
and subject to the qualifications herein stated, we are of the opinion that (i)
the SharesSeries
B Preferred Stock, when issued and delivered against payment therefor in the manner described in the Offering Circular
will be validly issued, fully paid and non-assessable; and (ii) upon
conversion of the Series B Preferred Stock in accordance with the terms of the Series B Preferred Stock into shares of Class A
Common Stock, such Class A Common Stock will b

January 21, 2020

Via E -mail
John C. Loeffler, II
Chief Executive Officer and Chairman of the Board
Caliber Cos Inc.
8901 E. Mountain View Road
Suite 150
Scottsdale, AZ 85258

Re: CaliberCos Inc.
Amendment No. 4 to Offering Statement  on Form 1-A
Filed January 3, 2020
  File No. 024 -11016

Dear Mr. Loeffler :

We have reviewed your amended offering 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 offering 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 offering statement and the information you
provide in response to these  comments, we may have  additional comments.   Unless we note
otherwise, our references to prior comments are to comments in our Decemb er 20 , 2019 letter .

Security Ownership of Management and Certain Stockholders, page 65

1. We partially reissue comment 6 of our letter.  We continue to note that footnote one
states the table does not reflect the conversion of convertible debt securities into class a
common stock.  We also note the reference to convertible debt in footnote 10 t o the
financial statements on page F -29.  If the convertible debt may be converted within 60
days, please revise the table to include such conversions, as required by Item 403(a) of
Regulation S -K and Exchange Act Rule 13d -3(d)(1).  Please also describe th e terms of
conversion for the convertible debt.

John C. Loeffler, II
Caliber Cos Inc.
 January 21, 2020
 Page 2

 Repurchase and Redemption of Shares, page 72

2. We note your  response to comment 7 of our letter.  Your disclosure indicates that you
will redeem shares at the “per share price of the Series B preferred shares  offered.”
However, in this section you state that you agreed to repurchase Donnie Schrader’s
shares at $2.70 per share.  Please clarify if you will repurchase Mr. Schrader’s shares at
$2.70 per share or $4 per share.  If you will repurchase at $4, please clarify if you have
amended the agreement with him to account for the change in price.

Plan of Distribution, page 78

3. We note your response to comment 8 of our letter.  Please clarify whether all purchases
will be made through the online platform or wheth er investors may purchase by other
means.  If investors may purchase other than through the platform, clarify whether the
2% transaction fee will still apply.  If not, please revise the disclosure throughout the
offering circular to make clear that investo rs will be paying a 2% premium if they
purchase through the online platform.

Exhibit 12

4. Please have counsel revise the legal opinion to include the common shares to be qualified
in this offering.

We will consider qualifying your offering statement at your request.  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualificat ion.

 We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.  We also remind you that, following qualificatio n of your Form 1 -A, Rule 257
of Regulation  A requires you to file periodic and current reports , including a Form 1 -K which
will be  due within 120 calendar days after the end of the fiscal year covered by the report .

John C. Loeffler, II
Caliber Cos Inc.
 January 21, 2020
 Page 3

 You may contact Kristi Marrone  at (202)551 -3429 or Kevin Woody at (202)551 -3629 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Stacie Gorman  at (202)551 -3585 or me at (202)551 -3357 with any other questions.

Sincerely,

 /s/ Pamela Howell
 for

Joel Parker
Office Chief
Office of Real Estate and
Commodities

cc: Thomas Poletti, Esq. ( via e -mail)

CORRESP
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        manatt

        manatt | phelps | phillips

        Thomas Poletti

        Manatt, Phelps & Phillips, LLP

        Direct Dial: (714) 371-2501

        E-mail: TPoletti@manatt.com

January 3, 2020

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. 3 to Offering Statement on Form 1-A

Filed December 5, 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 December
20, 2019 (the “Comment Letter”) in connection with the Company’s Amendment No. 3 to Offering Statement
on Form 1-A (the “Offering Statement”), as filed with the SEC on December 5, 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.

Cover Page

 1. You now seek to qualify Class B preferred shares that are convertible at any time into Class
A common stock. Please revise the offering circular to also qualify the underlying common stock. Refer to the Note to Rule 251(a).

Response:
The Company has revised the offering circular to also qualify the underlying Class A Common Stock. Also  note that the cover
page has been revised to indicate that the offering price includes any amount to be received in conversion, which  is zero
since the shares offered convert at no additional cost to  purchasers.

Prospectus Summary

Securities outstanding
prior to this Offering Circular, page 6

 2. Please revise to quantify the number of securities outstanding as of the most recent date
practicable. Please similarly revise the table of security ownership by management and certain stockholders. See Item 403 of Regulation
S-K.

Response:
The Company has revised the disclosure and table of security ownership by management and certain stockholders to quantify the number
of securities outstanding as of November 30, 2019.

Risk Factors

Insiders will
exercise significant control over our company, page 18

 3. Please revise to quantify the extent of voting control, assuming the company redeems shares
held by your management team and a significant beneficial holder, as contemplated by your plan of distribution.

Response:
The Company has revised the disclosure to quantify the extent of voting control, assuming the Company redeems shares held by the
Company’s management team and a significant beneficial holder, all as contemplated by the Company’s plan of distribution.

An investment
in our shares of Series B Preferred Stock is a speculative investment, page 19

 4. Please expand to describe the limited rights, preferences, and privileges applicable to the
Series B Preferred Stock. In this regard, please highlight that the Company may alter the rights, powers or privileges of the Series
B Preferred Stock, or Bylaws in a way that adversely affects the Series B Preferred Stock, without the written consent or affirmative
vote of a majority of the Series B Preferred Stockholders voting separately as a single class, at any time when less than 25% of
the initially issued Series B Preferred Stock remains outstanding. Please also clarify when you will determine the amount initially
issued since the offering will be conducted on a continuous basis.

Response:
The Company has filed an amendment to the Company’s Second Amended and Restated Certificate of Incorporation, appended to
the Offering Circular as Exhibit 2.1.1, which removes the aforementioned 25% amount. As such, the Certificate of Incorporation would
not require the affirmative vote of a majority of the Series B Preferred Stockholders voting separately as a single class for any
action that would alter the rights, powers or privileges of the Series B Preferred Stock, or Bylaws in a way that adversely affects
the Series B Preferred Stock. For this reason, other than to remove the aforementioned 25% amount, no further changes regarding
this matter have been made to the Offering Circular.

    2

Use of Proceeds,
page 23

 5. We note your disclosure that you will purchase Class A common stock from your affiliates
after you raise $5 million and until you have raised $25 million. Further, we note that you intend to allocate 20% of the gross
proceeds for this purpose, which amounts to $4 million. You indicate, however, that you intend to spend $7.7 million in buying
back these shares. Please revise your disclosure as appropriate to address this discrepancy. Additionally, we note disclosure on
the cover page and in the summary indicating that you will use a substantial portion of the $20 million to purchase these shares.
Please revise to quantify the dollar amount of offering proceeds that will be used to repurchase these shares.

Response: The
Company has revised the disclosure to address the discrepancy and to quantify the dollar amount of offering proceeds that will
be used in order to repurchase Class A Common Stock from the Company’s affiliates.

Security Ownership
of Management and Certain Stockholders, page 65

 6. Footnote 1 indicates that the table does not give effect to the conversion of certain securities
or the exercise of warrants or options. Please revise the table to comply with Item 403(a) of Regulation S-K. In this regard, the
table should include the number of shares beneficially owned, determined in accordance with Exchange Act Rule 13d-3(d)(1). Of the
number of shares identified in the table, you may indicate by footnote the amount of shares the listed beneficial owner has the
right to acquire. Additionally, please specify the number of class A shares that will be purchased from each individual and the
number that each individual will hold after the purchase of these shares.

Response: The
Company has revised the table to comply with Item 403(a) of Regulation S-K, including the number of shares beneficially owned,
determined in accordance with Exchange Act Rule 13d-3(d)(1) and to specify the number of shares of Class A Common Stock that will
be redeemed from each individual and the number of shares of Class A Common Stock or Class B Common Stock, as applicable, that
each individual will hold after the purchase of these shares.

Interest of
Management and Others in Certain Transactions, page 67

 7. Please revise to specify the price per share you will pay to redeem shares from affiliates,
how that price was determined, and the total amount each individual will receive if you raise $25 million.

Response: The
Company has revised the disclosure to specify the price per share the Company will pay to redeem shares from the Company’s
executive management team and a significant beneficial owner, how the price was determined, and the total amount each individual
will receive if the Company raises $25 million.

    3

Plan of Distribution,
page 78

 8. We note that the company’s placement agent will use an online platform, provided by
an affiliate, to allow for the sales of securities in this offering and the affiliate will charge investors a transaction fee of
2% of the amount invested, up to $300 at the time an investor subscribes for shares. Please provide us with your analysis as to
why this fee should not be included as part of the offering price of the securities.

Response: The
2% (up to $300) fee is paid directly by investors to SI Securities, LLC for certain transaction processing services, including,
but not limited to, suitability checks, investor KYC, identity checks, AML/OFAC checks, payment processing of ACH, debit, and wire
payments, and account reconciliations of cash and securities. This transaction processing fee is charged by SI Securities, LLC
for all purchases of securities made by clients of SI Securities, LLC and is not tied directly to the offering by the Company of
Series B Preferred Stock pursuant to this Offering Circular. Additionally, the Company will not receive any fee amounts charged
to investors by SI Securities, LLC. As such, the Company believes that such transaction fee should not be included as part of the
offering price of the securities.

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

    4

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.

    5

December 20 , 2019

Via E -mail
John C. Loeffler, II
Chief Executive Officer and Chairman of the Board
Caliber Cos Inc.
8901 E. Mountain View Road
Suite 150
Scottsdale, AZ 85258

Re: CaliberCos Inc.
Amendment No. 3 to Offering Statement  on Form 1-A
Filed December 5 , 2019
  File No. 024 -11016

Dear Mr. Loeffler :

We have reviewed your amended offering 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 offering 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 offering statement and the information you
provide in response to these  comments, we may have  additional comments.   Unless we note
otherwise, our references to prior comments are to comments in  our October 15 , 2019 letter .

We will consider qualifying your offering statement at your request.  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.

Cover Page

1. You now seek to qualify Class B preferred shares that are convertible at any time into
Class A common stock.  Please revise the offering circular to also qualify the underlying
common sto ck.  Refer to the Note to Rule 251(a).

John C. Loeffler, II
Caliber Cos Inc.
 December 20 , 2019
 Page 2

Prospectus Summary

Securities outstanding prior to this Offering Circular, page 6

2. Please revise to quantify the number of securities outstanding as of the most recent date
practicable .  Please similarly revise the table of security ownership by management and
certain stockholders.  See Item 403 of Regulation S -K.

Risk Factors

Insiders will exercise significant control over our company, page 18

3. Please revise to quantify the extent o f voting control , assuming the company redeems
shares held by your management team and a significant benef icial holder, as
contemplated by  your plan of distribution.

An investment in our shares of Series B Preferred Stock is a speculative investment, page  19

4. Please expand to describe the limited rights, preferences, and privileges applicable to the
Series B Preferred Stock.  In this regard, please highlight that the Company may alter the
rights, powers or privileges of the Series B Preferred Stock, or Byl aws in a way that
adversely affects the Series B Preferred Stock, without the written consent or affirmative
vote of a majority of the Series B Preferred Stockholders voting separately as a single
class , at any time when less than 25% of the initially issu ed Series B Preferred Stock
remains outstanding.   Please also clarify when you will determine the amount initially
issued since the offering will be conducted on a continuous basis.

Use of Proceeds, page 23

5. We note you r disclosure that you will purchase Class A common stock from your
affiliates after you raise $5 million and until you have raised $25 million.   Further, we
note that you intend to allocate 20% of the gross proceeds for this purpose, which
amounts to $4 million .  You indicate , however,  that you intend to spend $7.7 million in
buying back these shares.  Please revise your disclosure as appropriate to address this
discrepancy.  Additionally, we note disclosure on the cover page and in the summary
indicating that you will use a substantial porti on of the $20 million to purchase these
shares.  Please revise to quantify the dollar amount of offering proceeds that will be used
to repurchase these shares.

John C. Loeffler, II
Caliber Cos Inc.
 December 20 , 2019
 Page 3

 Security Ownership of Management and Certain Stockholders, page 65

6. Footnote 1 indicates that  the table does not give effect to the conversion of certain
securities or the exercise of warrants or options.   Please revise the table to comply with
Item 403(a) of Regulation S -K.  In this regard, the table should include the number of
shares beneficia lly owned, determined in accordance with Exchange Act Rule 13d -
3(d)(1).  Of the number of shares identified in the table, you may indicate by footnote the
amount of shares the listed beneficial owner has the right to acquire.  Additionally, please
specify the number of class A shares that will be purchased from each individual and the
number that each individual will hold after the purchase of these shares.

Interest of Management and Others in Certain Transactions, page 67

7. Please revise to specify the price per share you will pay to redeem shares from affiliates,
how that price was determined, and the total amount each individual will receive if you
raise $25 million.

Plan of Distribution, page 78

8. We note that the company’s placement agent will use an  online platform, provided by an
affiliate, to allow for the sales of securities in this offering and the affiliate will charge
investors a transaction fee of 2% of the amount invested, up to $300 at the time an
investor subscribes for shares.   Please prov ide us with your analysis as to why this fee
should not be included as part of the offering price of the securities.

 We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any  review, comments, action or absence of
action by the staff.  We also remind you that, following qualification of your Form 1 -A, Rule 257
of Regulation  A requires you to file periodic and current reports , including a Form 1 -K which
will be  due within 120 c alendar days after the end of the fiscal year covered by the report .

John C. Loeffler, II
Caliber Cos Inc.
 December 20 , 2019
 Page 4

 You may contact Kristi Marrone  at (202)551 -3429 or Kevin Woody at (202)551 -3629 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Stacie Gorman  at (202)551 -3585 or me at (202)551 -3215 with any other questions.

Sincerely,

 /s/ Kim McManus

Kim McManus
Senior Counsel
Office of Real Estate and
Commodities
cc: Thomas Poletti, Esq. ( via e -mail)

CORRESP
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    manatt

        manatt
| phelps | phillips

        Thomas Poletti

        Manatt, Phelps & Phillips, LLP

        Direct Dial: (714) 371-2501

        E-mail: TPoletti@manatt.com

December 5, 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. 2 to Offering Statement on Form 1-A

Filed September 23, 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 October 15,
2019 (the “Comment Letter”) in connection with the Company’s Amendment No. 2 to Offering Statement on
Form 1-A (the “Offering Statement”), as filed with the SEC on September 23, 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.

Management, page 49

 1. We note that certain individuals previously identified as directors are now identified as
advisory board members. Please revise to describe the role or function of the advisory board, including any specific responsibilities
of the advisory board, and explain how the advisory board differs from your board of directors.

Response:
The Company has revised the disclosure to describe the advisory board, which is an informal committee of members selected by the
executive management of the Company. The advisory board provides non-binding strategic advice and guidance in connection with corporate
and strategic matters relating to the Company’s business. The advisory board has no authority to vote on corporate matters,
nor does the advisory board bear legal fiduciary responsibilities to the Company.

Plan of Distribution,
page 66

 2. We note that the company may undertake one or more closings on a rolling basis. We also note
that an investor’s subscription is irrevocable. Please explain to us in more detail how the “rolling closings”´
will work in conjunction with this offering. For example, please provide additional detail about the timing and mechanics of the
rolling closings, such as how often they will occur, how long a rolling closing will take, and whether the decision to effect a
rolling closing is in the company’s sole discretion. Provide us with your detailed legal analysis demonstrating how the potential
suspension and delay of the offering in the manner identified above would be consistent with a continuous offering for purposes
of compliance with Rule 251(d)(3)(i)(F) of Regulation A.

Response:
The Company has revised the disclosure to provide that the Company will undertake closings at least once a month on the first business
day of each month. After each closing, funds tendered by investors will be made available by the escrow agent to the Company.

 3. You state that after an aggregate of $25 million of shares offered by the Company has been
purchased, “all subsequent sales shall be first from shares offered by the selling shareholders until such time as all shares
offered by them are sold and thereafter all shares shall be of shares offered by the Company.” Please provide your analysis
explaining how this structure is consistent with the continuous offering requirement in Rule 251(d)(3)(i)(F) of Regulation A.

Response:
The Company is no longer offering for sale shares of Class A Common Stock by the selling security holders.

 4. We note your disclosure indicating that investors may purchase shares through the company
website, www.caliberipo.com. We understand that you will conduct both the company offering and the secondary offering on behalf
of selling shareholders through this website. Please provide us with an analysis of how the operation of this website, with respect
to the secondary offering of shares by selling shareholders, should not be considered an “exchange” as defined by Section
3(a)(1) of the Exchange Act and Rule 3b-16.

    2

Response:
The Company is no longer offering for sale shares of Class A Common Stock by the selling security holders.

Exhibit 4.1
Subscription Agreement

 5. We note your response to comments 6 and 7 of our letter dated September 16, 2019. Please
file the revised Subscription Agreement.

Response: The
Company has filed the revised Subscription Agreement as Exhibit 4.1.

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

    3

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.

    4

October 15,  2019

Via E -mail
John C. Loeffler, II
Chief Executive Officer and Chairman of the Board
Caliber Cos Inc.
8901 E. Mountain View Road
Suite 150
Scottsdale, AZ 85258

Re: CaliberCos Inc.
Amendment No. 2  to Offering Statement  on Form 1-A
Filed September 23 , 2019
  File No. 024 -11016

Dear Mr. Loeffler :

We have reviewed your amended offering 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 offering 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 offering statement and the information you
provide in response to these  comments, we may have  additional comments.   Unless we note
otherwise, our references to prior comments are to comments in  our September 16 , 2019 letter .

Management, page 49

1. We note that certain individuals previously identified as directors are now identified as
advisory board members.  Please revise to describe the role or function of the advisory
board, including any specific responsibilities of the advisory board, and expl ain how the
advisory board differs from your board of directors.

John C. Loeffler, II
Caliber Cos Inc.
 October 15 , 2019
 Page 2

 Plan of Distribution, page 66

2. We note that the company may undertake one or more closings on a rolling basis.  W e
also note that an investor’ s subscription is irrevocable.  Please expl ain to us in more detail
how the “ rolling closings ”´ will work in conjunction with this offering. For example,
please provide additional detail about the tim ing and mechanics of the rolling  closing s,
such as how ofte n they will occur, how long a rolling  closing  will take , and whe ther the
decision to effect a rolling  closing  is in the company’ s sole discretion .  Provide us with
your detailed legal analysis demonstrating how the potential suspension and delay of the
offering in the manner identified above w ould be consistent with a continuous offering
for purposes of compliance with Rule 251(d)(3)(i)(F) of Regulation A.

3. You state that after an aggregate of $25 million of shares offered by the Company has
been purchased, “all subsequent sales shall be first from shares offered by the selling
shareholders until such time as all shares offered by them are sold and thereafter all
shares shall be of shares offered by the Company.”  Please provide your analysis
explaining how this structure is consistent with the continuous offering requirement in
Rule 251(d)(3)(i)(F) of Regulation A.

4. We note your disclosure indicating that investors may purchase shares through the
company website, www.caliberipo.com .  We understand that  you will conduct both the
company offering and the secondary offering on behalf of selling shareholders through
this website.   Please provide us with an analysis of how the operation of this website,
with respect to the secondary offering of shares by sel ling shareholders, should not be
considered an “exchange” as defined by Section 3(a)(1) of the Exchange Act and Rule
3b-16.

5. Please explain how an investor will know whether they will purchase shares from the
company, such that funds will be used accordin g to the company’s use of proceeds, or
from selling shareholders, in which case the company will not receive proceeds.

Exhibit 4.1 Subscription Agreement

6. We note your response to comments 6 and 7 of our letter dated September 16, 2019.
Please file the revised  Subscription Agreement.

John C. Loeffler, II
Caliber Cos Inc.
 October 15 , 2019
 Page 3

 You may contact Kristi Marrone  at (202)551 -3429 or Kevin Woody, Accounting Branch
Chief, at (202)551 -3629 if you have questions regarding comments on the financial statements
and related matters.  Please contact Stacie Gorman  at (202)551 -3585 or me at (202)551 -3215
with any other questions.

Sincerely,

 /s/ Kim McManus

Kim McManus
Senior Counsel
Office of Real Estate and
Commodities
cc: Thomas Poletti, Esq. ( via e -mail)

CORRESP
1
filename1.htm

        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

      2

 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.

      3

 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.

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

      4

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.

      5

September 16, 2019

Via E -mail
John C. Loeffler, II
Chief Executive Officer and Chairman of the Board
Caliber Cos Inc.
8901 E. Mountain View Road
Suite 150
Scottsdale, AZ 85258

Re: CaliberCos Inc.
Amendment No. 1 to Offering Statement  on Form 1-A
Filed August 19, 2019
  File No. 024 -11016

Dear Mr. Loeffler :

We have reviewed your amended offering 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 offering 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 offering statement and the information you
provide in resp onse to these  comments, we may have  additional comments.   Unless we note
otherwise, our references to prior comments are to comments in our July 1, 2019 letter .

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 th e
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 directl y from the
company or from the officers/directors as selling shareholders.

John C. Loeffler, II
Caliber Cos Inc.
 September 16, 2019
 Page 2

 Dilution, page 23

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.

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.

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

4. Please revise to include a row at the bottom of the table to provide the total number of
securities b eing 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.

Exhi bit 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.

Exhibit 4.1 Subscri ption 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 offer ing;

 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 t he rules and
regulations thereunder; and

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

John C. Loeffler, II
Caliber Cos Inc.
 September 16, 2019
 Page 3

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.

You may contact Kristi Marrone  at (202)551 -3429 or Kevin Woody, Accounting Branch
Chief, at (202)551 -3629 if you have questions regarding comments on the financial statements
and related matters.  Please contact Stacie Gorman  at (202)551 -3585 or me at (202)551 -3215
with any other questions.

Sincerely,

 /s/ Kim McManus

Kim McManus
Senior Counsel
Office of Real Estate and
Commodities
cc: Thomas Poletti, Esq. ( via e -mail)

CORRESP
1
filename1.htm

    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.

July 1, 2019

Via E -mail
John C. Loeffler, II
Chief Executive Officer and Chairman of the Board
Caliber Cos Inc.
8901 E. Mountain View Road
Suite 150
Scottsdale, AZ 85258

Re: CaliberCos Inc.
Offering Statement  on Form 1-A
Filed  June 13, 2019
  File No. 024-11016

Dear Mr. Loeffler :

We have reviewed your offering 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 offering statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendmen t is appropriate, please tell us why in your
response.  After reviewing any amendment to your offering statement and the information you
provide in response to these  comments, we may have additional comments .

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 u nder 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 Sectio n 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
actio ns 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 a ctions arising
under the Securities Act or Exchange Act.

John C. Loeffler, II
Caliber Cos Inc.
 July 1, 2019
 Page 2

 We will consider qualifying your offering statement at your request .  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.

 We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or ab sence of
action by the staff.   We also remind you that, following qualification of your Form 1 -A, Rule 257
of Regulation  A requires you to file periodic and current reports , including a Form 1 -K which
will be  due within 120 calendar days after the end of t he fiscal year covered by the report .

You may contact Kristi Marrone  at (202)551 -3429 or Kevin Woody, Accounting Branch
Chief, at (202)551 -3629 if you have questions regarding comments on the financial statements
and related matters.  Please contact Stacie Gorman  at (202)551 -3585 or me at (202)551 -3215
with any other questions.

Sincerely,

 /s/ Kim McManus

Kim McManus
Senior Counsel
Office of Real Estate and
Commodities
cc: Thomas Poletti, Esq. ( via e -mail)

CORRESP
1
filename1.htm

        manatt

        manatt | phelps | phillips

    Thomas
        Poletti

        Manatt,
        Phelps & Phillips, LLP

        Direct
        Dial: (714) 371-2501

        E-mail:
        TPoletti@manatt.com

June 12, 2019

Via EMAIL

U.S. Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3233

Attention: Ms. Kim McManus and Ms. Stacie Gorman

Office of Real Estate and Commodities

 Re: CaliberCos Inc.

Amendment No. 4 to Draft Offering Statement on Form 1-A

Submitted March 4, 2019

CIK No. 0001627282

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 March 26, 2019 (the “Comment Letter”) in
connection with the Company’s Offering Statement on Form 1-A (the “Offering Statement”), as filed on
a confidential basis with the SEC on March 4, 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. On page 78 you state that you “expect to
use a significant majority of the net proceeds from this offering to invest and hold at least 55% of [y]our investment subsidiaries’
total assets in commercial real estate loans.” This description of how you will use proceeds is inconsistent with your use
of proceeds discussion on page 22. In addition, your overall business discussion gives the impression that you will directly invest
in real estate, as opposed to real estate loans, and therefore is also inconsistent with the statement referenced on page 78.
Please revise to ensure consistency.

Response: The
Company has revised the disclosure on page 72 to provide that the Company expects to use a significant majority of the net proceeds
from the offering to invest and hold at least 55% of the Company’s investment subsidiaries’ total assets in Qualifying
Real Estate Assets, which include fee interests in real estate and may also include commercial real estate loans.

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

    2

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.

    3

Mail Stop 3233
March 26 , 2019
Via E -mail
John C. Loeffler, II
Chief Executive Officer and Chairman of the Board
Caliber Cos Inc.
8901 E. Mountain View Road
Suite 150
Scottsdale, AZ 85258

Re: CaliberCos Inc.
Amendment No. 3 to Draft Offering Statement  on Form 1-A
Submitted March 4, 2019
  CIK No. 0001627282

Dear Mr. Loeffler :

We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to this comment  and your
amended draft registration statement or filed regist ration statement,  we may have  additional
comments.

General

1. On page 78 you state that you “expect to use a significant majority of the net proceeds
from this offering to invest and hold at least 55% of [y]our investment subsidiaries’ total
assets in com mercial real estate loans.”   This description of how you will use proceeds is
inconsistent with your use of proceeds discussion on page 22.   In addition, your overall
business discussion gives the impression that you will directly invest in real estate, a s
opposed to real estate loans, and therefore is also inconsistent with the statement
referenced on page 78.  Please revise to ensure consistency.

John C. Loeffler, II
Chief Executive Officer and Chairman of the Board
Caliber Cos Inc.
March 26, 2019
Page 2

 You may contact Kristi Marrone  at (202)551 -3429 or Kevin Woody, Accounting Branch
Chief, at (202)551 -3629 if you have  questions regarding comments on the financial statements
and related matters.  Please contact Stacie Gorman  at (202)551 -3585 or me at (202)551 -3215
with any other questions.

Sincerely,

 /s/ Kim McManus

Kim McManus
Senior Counsel
Office of Real Estate and
Commodities
cc: Thomas Poletti, Esq. ( via e -mail)

Mail Stop 3233
February  11, 2019

Via E -mail
John C. Loeffler, II
Chief Executive Officer and Chairman of the Board
Caliber Cos Inc.
8901 E. Mountain View Road
Suite 150
Scottsdale, AZ 85258

Re: CaliberCos Inc.
Amendment No. 2  to Draft Offering Statement  on Form 1-A
Submitted January 7, 2019
  CIK No. 0001627282

Dear Mr. Loeffler :

We have reviewed your amended draft offering statement  and have the follo wing
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 providing the requested information  and either submitting
an amended draft offering statement or publicly filing your offering statement on EDGAR .  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  draft  offering  statement or filed offering statement and the information you provide in
response to these  comments, we may have  additional comments.

General

1. We are continuing to evaluate your response to comments 1 and 2 of our letter dated
September 20, 2018 regarding the Investment Company Act of 1940, as amended, and
the Investment Advisers Act of 1940 .  If you have questions on these comments, please
contact Rochelle Plesset at (202) 551 -6840 in the Division of Investm ent Management.

Management’s Discussion and Analysis of Financial Condition and Results of Operations
Hospitality, page 41

2. Please revise the table presenting the results of your Hospitality segment to include
depreciation expense  allocated to this segment.

John C. Loeffler, II
Chief Executive Officer and Chairman of the Board
Caliber Cos Inc.
February 11, 2019
Page 2

Security Ownership of Manageme nt and Certain Stockholders, page 61

3. We note that you have elected to use the S -1 disclosure format.  Please revise the security
ownership table to provide the disclosure requir ed by Ite m 403 of Regulation S -K for any
person who is known  to you to be a beneficial owner of more than five percent of your
securities.

Consolidated Statements of Cash Flows, page F -6

4. Please explain why your statement of cash flows ref lects a $5.2 million operating cash
inflow for the change in real estate assets held for sale when your balance sheet only
reflects a year over year decrease of $3.8 million for this asset account.

You may contact Kristi Marrone  at (202)551 -3429 or Kevin Woody, Accounting Branch
Chief, at (202)551 -3629 if you have questions regarding comments on the financial statements
and related matters.  Please contact Stacie Gorman  at (202)551 -3585 or me at (202)551 -3215
with any other questions.

Sincerely,

 /s/ Kim McManus

Kim McManus
Senior Counsel
Office of Real Estate and
Commodities

cc: Thomas Poletti, Esq. ( via e -mail)

Mail Stop 3233
December 11 , 2018

Via E -mail
John C. Loeffler, II
Chief Executive Officer and Chairman of the Board
Caliber Cos Inc.
8901 E. Mountain View Road
Suite 150
Scottsdale, AZ 85258

Re: CaliberCos Inc.
Amendment No. 1 to Draft Offering Statement  on Form 1-A
Submitted November 15 , 2018
  CIK No. 0001627282

Dear Mr. Loeffler :

We have reviewed your draft offering 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 providing the requested information and either submitting
an amended draft offering statement or publicly filing your offering statement on EDGAR.
Please refer to Rule 252(d) regarding the public filing requirements for non -public submissions,
amendments and correspondence.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please t ell us why in your
response.  After reviewing your amended draft offering statement or filed offering statement and
the information you provide in response to these  comments, we may have  additional comments .

General

1. We are continuing to evaluate  your response to comments 1 and 2 of our letter dated
September 20, 2018 and may have further comment.

2. Please revise throughout to clarify the extent to which you own the individual operating
companies and related assets or whether you sponsor the individual operating companies
and manage such companies.  For example, on page 1 you state that you own and invest
in real estate both on your own and through your operating companies.  Please clarify
how you own real estate and  the extent to which you own or sponsor the operating
companies.  On page 2 you state that your revenues have grown as a result in growth of
your asset base and service offerings.  Please clarify if by “asset base” you refer to assets

John C. Loeffler, II
Chief Executive Officer and Chairman of the Board
Caliber Cos Inc.
December 11,  2018
Page 2

 under management.   On page 27 you refer to “your” portfolio of hotels.  These are
examples only, please revise throughout as necessary.

Risk Factors

Conflicts of interest exist between our company and related parties, page 17

3. You state that your board of directors and executive officers have fiduciary duties to your
shareholders.  Please clarify if your board or the company has a fiduciary duty to
investors in the funds.

Our Bylaws have an exclu sive forum for adjudication of disputes, page 18

4. We note your response to comment 4 of our letter dated September 15, 2018 and revised
disclosure indicating the exclusive forum provision is intended to apply to claims under
the federal securities laws. Pl ease 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 c oncurrent 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 thereunde r.  If this provision applies to claims under the federal securities
laws, th en please disclose that there is uncertainty as to whether a court would enforce
such provision and state that shareholders will not be deemed to have waived the
company’s compliance with the federal securities laws and the rules and regulations
thereun der.  If this provision does not apply to federal securities law, then please revise
your bylaws to state this clearly.

Use of Proceeds, page 21

5. We note your response to comment 8 of our letter dated September 15, 2018. In response
to our comment, you disclose that you will use proceeds to pay off debt with maturity
rates ranging from June 2018 to December 2018.  Please advise why debt with a maturit y
rate prior to December  2018 still remains outstanding. Please clarify if you are incurring
penalties for failure to repay amounts past due . Please update through the date of your
response as appropriate to account for loans maturing in December.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Investment Valuations, page 50

6. We note your response to comment 13.   Please quantify the significant assumptions used
to fair value your properties, such as discount rates, for each asset class in your portfo lio.

John C. Loeffler, II
Chief Executive Officer and Chairman of the Board
Caliber Cos Inc.
December 11,  2018
Page 3

EBITDA and Adjusted EBITDA, page 52

7. Please expand your disclosure to explain the nature of the additional interest that is added
to EBITDA to arrive at Adjusted EBITDA.

Security Ownership of Management and Certain Stockholders, page  60

8. We note your response to comment 14; however, your prior disclosure indicates that you
granted stock options to Jade Leung and Roy Bade in 2018.  Please confirm that such
options are not exercisable within 60 d ays or revise your table to include the shares
beneficially owned by Messrs. Leung and Bade.

Interest of Management and Others in Certain Transactions, page 61

9. On page F -84 you describe the Company’s agreement to repurchase shares from non -
participating founders at $2.70 per share.   Please provide additional detail regarding this
transaction, including the identity of the founders and the amount of shares covered by
the agreement or tell us w hy you believe such disclosure is not required.

Note 2 – Summary of Significant Accounting Policies

Revenue Recognition, page F-15

10. We note your response to comment 19.   Please explain why you have characterized $8.4
million related to the sale of the Uptown Apartment Complex as revenue, citing relevant
accounting literature.

Note 12 – Redeemable Pref erred Stock

Series A Preferred Stock, page F -43

11. We note your response to comment 20 and that you do not believe that the Series A
Preferred Stock should be classified as a liability.   Please tell us what consideration you
gave to ASC 480 -10-25-11, which states that all obligations that permit the holder to
require the issuer to transfer assets result in liabilities, regardless of whether the
settlement alternatives have the potential to differ.

John C. Loeffler, II
Chief Executive Officer and Chairman of the Board
Caliber Cos Inc.
December 11,  2018
Page 4

You may contact Kristi Marrone  at (202)551 -3429 or Kevin Woody, Accounting Branch
Chief, at (202)551 -3629 if you have questions regarding comments on the financial statements
and related matters.  Please contact Stacie Gorman  at (202)551 -3585 or me at (202)551 -3215
with any other quest ions.

Sincerely,

 /s/ Kim McManus

Kim McManus
Senior Counsel
Office of Real Estate and
Commodities

cc: Thomas Poletti, Esq. ( via e -mail)

Mail Stop 3233
September 20, 2018
Via E -mail
John C. Loeffler, II
Chief Executive Officer and Chairman of the Board
Caliber Cos Inc.
8901 E. Mountain View Road
Suite 150
Scottsdale, AZ 85258

Re: CaliberCos Inc.
Draft Offering Statement  on Form 1-A
Submitted August 24, 2018
  CIK No. 0001627282

Dear Mr. Loeffler :

We have reviewed your draft offering 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 providing the requested information and either submitting
an amended draft offering statement or publicly filing your offering statement on EDGAR.
Please refer to Rule 252(d) regarding the public filing requir ements for non -public submissions,
amendments and correspondence.  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 your amended dr aft offering statement or filed offering statement and
the information you provide in response to these  comments, we may have  additional comments .

General

1. We note that you intend to operate your business in a manner that will permit you to
maintain an ex emption from registration under the Investment Company Act of 1940, as
amended.   Please provide us with a supplemental detailed analysis of:
 the specific exemption that you and each of your subsidiaries intend to rely on ; and
 how your and each of your subsidiaries ’ investment strategy and business model will
support that exemption .
Please ensure that the disclosure in your prospectus is consistent with your supplemental
analysis.  We will refer your response to the Division of Investment Management for
further review.

John C. Loeffler, II
Chief Executive Officer and Chairman of the Board
Caliber Cos Inc.
September 20, 2018
Page 2

 2. Please provide us with a supplemental detailed analysis as to why you believe you are  not
required to register  as an investment adviser under the Investment Advisers Act of 1940 .
Explain in your response how your current and planned busin ess operations and
investment strategy are consistent with your conclusion.

Cover page

3. Please revise the cover page to identify the disclosure format you are following. Please
refer to Part II(a)(1)(ii) of Form 1 -A.

Risk Factors, page 7

4. Please add risk factor disclosure regarding the exclusive forum provision disclosed in
Article VII , section 4 of your bylaws.  Please address, without limitation, how the
exclusive forum provision may impact the rights of shareholders, the reasons for adopting
the ex clusive forum provision, and any questions as to enforceability of the exclusive
forum provision under Delaware law. Please also state whether you intend the exclusive
forum provision to apply to claims under the federal securities laws.

5. Please add risk f actor disclosure to disclose, if true, that there is no limit on the amount of
leverage you may incur.

6. We note that your officers and directors will exercise control over the company. Please
add risk factor disclosure that your officers and directors wil l have the ability to make
decisions regarding (i) making changes to your articles of incorporation  whether to issue
additional common stock and preferred stock, including to itself, (ii) employment
decisions, including compensation arrangements; and (iii)  whether to enter into material
transactions with related parties.

7. Please add risk factor disclosure regarding conflicts of interest between you and any
related parties.

Use of Proceeds, page 21

8. Please revise to reflect the no minimum nature of the offe ring.  Describe more
specifically what “key initiatives” may be delayed or cancelled in the event you raise less
than the maximum amount offered.  In addition, describe the material terms of
indebtedness you intend to repay with proceeds of the offering. S ee Instructions 3 and 6
to Item 6 of Form 1 -A.

9. Please explain the phrase “to -be target redevelopment.”

John C. Loeffler, II
Chief Executive Officer and Chairman of the Board
Caliber Cos Inc.
September 20, 2018
Page 3

 Business, page 23

Fund Management, page 24

10. We note you may receive 20% -35% of the cash distributions. Please reconcile this with
your disclosure on page 52, which indicates you may receive 35% to 25%. Additionally,
please clarify how the amount that you are entitled to receive from each fund is
determined.  In this regard, it is not clear what amount the funds owe as priority preferred
returns and preferred capital contributions.

Our Fund Portfolio, page 25

11. We note your disclosure regarding the funds that you are involved in. Please disclose
your percentage of ownership of each fund, if material. We may have further comment.

Management’s Discussi on and Analysis of Financial Condition and Results of Operations

Diversified, page 43

12. Please expand your explanation of the revenue and expense adjustments made to arrive at
Adjusted Net Income (Loss) for the Diversified segment, and disclose the reasons  why
management believes Adjusted Net Income (Loss) provides useful information to
investors.

Key Operating and Financial Metrics, page 44

13. Please disclose the methodologies used to fair value your real property portfolio and the
significant assumptions used.   Please provide this information by asset class.   In addition,
please tell us the underlying factors that led to the significant market appreciation in the
current year.

Security Ownership of Management and Certain Stockholders, page 51

14. Please confirm that your table includes ownership of Common Stock and Series A
Preferred Stock.  In addition, ensure the table includes equity securities each beneficial
owner has the right to acquire and include a footnote describing the circumstances upon
which  such securities may be acquired.  See Item 12 of Form 1 -A.

Interest of Management and Others in Certain Transactions, page 52

15. Please revise the first paragraph on page 52 to disclose the amount of common and
preferred stock issued.

John C. Loeffler, II
Chief Executive Officer and Chairman of the Board
Caliber Cos Inc.
September 20, 2018
Page 4

 16. Please include the  names of the related parties that have an interest in each of the
transactions.  For example, identify the member of executive management that entered
into a promissory note with the Company in February 2015.  See Item 13 of Form 1 -A.

17. To the extent the  transactions described under the “Other” heading meet the threshold for
disclosure under Item 13, please revise to provide the specific disclosure required.

Consolidated Statements of Operations, page F -4

18. To the extent that you present a subtotal for th e difference between total revenues and
total (operating) expenses on your consolidated statements of operations, please use a
caption other than Net Operating Income (Loss), as this label implies a non -GAAP
measure.

Note 2 – Summary of Significant Accou nting Policies

Real Estate Sales, page F -15

19. Please provide us with an analysis of why you believe the proceeds from all real estate
sales qualify as revenue, citing relevant accounting literature.

Note 12 – Redeemable Preferred Stock

Series A Preferred  Stock, page F -43

20. Given the mandatory redemption provisions disclosed on page F -43, please tell us why
the Series A Preferred Stock has not been classified as a liability.   Cite relevant
accounting literature in your response.

Note 15 – Segment Reporting, page F -45

21. Please include the reconciliations required by ASC 280 -10-50-30 for the segment data
provided on pages F -47 and F -48.

John C. Loeffler, II
Chief Executive Officer and Chairman of the Board
Caliber Cos Inc.
September 20, 2018
Page 5

 You may contact Kristi Marrone  at (202)551 -3429 or Kevin Woody, Accounting Branch
Chief, at (202)551 -3629 if you ha ve questions regarding comments on the financial statements
and related matters.  Please contact Stacie Gorman  at (202)551 -3585 or me at (202)551 -3215
with any other questions.

Sincerely,

 /s/ Kim McManus

Kim McManus
Senior Counsel
Office of Real Estate and
Commodit ies
cc: Thomas Poletti, Esq. ( via e -mail)