Mail Stop 3233
                                                            December 11, 2018


Via E-mail
John C. Loeffler, II
Chief Executive Officer and Chairman of the Board
CaliberCos 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 tell 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
CaliberCos 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 exclusive 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. 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 applies to claims under the
federal securities
        laws, then 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
        thereunder. 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 maturity
        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 portfolio.
 John C. Loeffler, II
Chief Executive Officer and Chairman of the Board
CaliberCos 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 days 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 why 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 Preferred 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
CaliberCos 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 questions.


                                                         Sincerely,

                                                         /s/ Kim McManus

                                                         Kim McManus
                                                         Senior Counsel
                                                         Office of Real Estate
and
                                                         Commodities

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