CaliberCos (CWD) Registration filing summary

Company overview and business model

• Operates as a real estate asset management firm with over $2.9 billion in managed assets, focusing on multi-family residential, hospitality, and multi-tenant industrial assets in growth markets like Arizona, Colorado, and Texas.

• Offers real estate fund products to financial professionals, family offices, and high net worth investors, emphasizing value growth, income, and tax advantages.

• Employs a vertically integrated platform, providing asset management, development, construction management, acquisition, disposition, and fund formation services.

• Generates revenue through organizational fees, fund management fees, financing fees, development and construction management fees, brokerage fees, and performance allocations.

• Actively developing a pipeline of residential and commercial projects, with $2.1 billion in estimated costs to complete current developments.

Financial performance and metrics

• Reported net loss attributable to the company of $19.8 million for 2024 and $12.7 million for 2023, with basic net loss per share of $(17.98) and $(12.64) respectively, after a 1-for-20 reverse stock split.

• Weighted average common shares outstanding were 1,100 (2024) and 1,005 (2023) post-split.

• Managed assets total $2.9 billion, including assets under management and assets under development.

Use of proceeds and capital allocation

• May receive up to $25 million in gross proceeds from sales of Class A common stock to Mast Hill under the Equity Purchase Agreement, to be used for general corporate purposes.

• Proceeds from warrant exercises, if any, will also be used for general corporate purposes.