October 15, 2019

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. 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 explain how the
       advisory board differs from your board of directors.
 John C. Loeffler, II
CaliberCos 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. 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.

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 selling
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 according 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
CaliberCos 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)