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:
John Loeffler, II
FirstName
CaliberCosLastNameJohn Loeffler, II
Inc.
Comapany
October 20,NameCaliberCos
2022 Inc.
October
Page 2 20, 2022 Page 2
FirstName LastName
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.
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,
FirstName LastNameJohn Loeffler, II
Division of
Corporation Finance
Comapany NameCaliberCos Inc.
Office of Real Estate
& Construction
October 20, 2022 Page 3
cc: Thomas J. Poletti. Esq.
FirstName LastName