Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):

November 6, 2023

CALIBERCOS INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)


001-41703						47-2426901
(Commission File Number)						(IRS Employer Identification No.)


8901 E. Mountain View Rd. Ste. 150, Scottsdale, AZ						85258
(Address of Principal Executive Offices)						(Zip Code)

(480) 295-7600

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbols	Name of each exchange on which registered
Class A Common Stock, par value $0.001	CWD	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 7.01 Regulation FD Disclosure.

On November 6, 2023, PURE Pickleball issued a press release announcing its plans to co-develop a world-class pickleball facility with CaliberCos Inc. (the “Company” or “Caliber”).

The information disclosed under this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits


Exhibit No.						Exhibit
99.1						Press release dated November 6, 2023
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	CaliberCos Inc.

Date: November 10, 2023

	By:	/s/ John C. Loeffler, II
	Name:	John C. Loeffler, II
	Title:	Chairman and Chief Executive Officer

Exhibit 99.1

One of the Largest Pickleball Facilities in the World

Coming to Scottsdale

Development deal includes intended home for USA Pickleball, bolstering Arizona’s reputation as a premier sports and tourism destination

Scottsdale, Ariz., November 6, 2023 – PURE Pickleball™ announced its plans to co-develop a world-class pickleball facility near Talking Stick Resort & Casino™. Arizona-based entrepreneurs, Kevin J. Berk, Brett Warner, Kent S. Berk, and David Warner signed a joint venture agreement with Caliber (Nasdaq: CWD; CaliberCos Inc.) to jointly develop an 11-acre site that is widely considered to be at the epicenter of the most active player community in the sport. Caliber, a real estate investor, developer, and manager, is creating a Qualified Opportunity Zone fund for the single purpose of investment in this business, which means qualified investors will be able to invest in this pickleball venture directly or via Caliber’s diversified funds.

“Caliber has a rich history of investing in communities by developing properties and destinations that meet their growing needs,” said Brian Snider, Senior Vice President, Real Estate for Caliber. “The demand for pickleball continues to exceed all expectations. We are very excited to be a part of this project and believe there is strong interest in the opportunity to invest in such a promising venture. We see opportunity for growth in this concept nationwide.”

“Pickleball is more than just a game; it’s a national phenomenon with 48 million people projected to play pickleball this year,” said Kevin J. Berk. “PURE Pickleball will cement Scottsdale, Arizona as the best place to learn, play, and spectate this amazing sport.”

“Over the past year, the PURE Pickleball team has engaged with us on their ambitious plans to create an entirely new class of pickleball venue,” said Justin Maloof, Chief Operating Officer for USA Pickleball, the National Governing Body. “At this time, we are announcing PURE Pickleball is our intended future home, permanent headquarters and official National Training Center for USA Pickleball.”

PURE Pickleball will claim the title of largest pickleball facility in Arizona and one of the largest facilities in the world when it opens in the fall of 2024. Phase 1 includes 28 over-sized (34’x64’) indoor pickleball courts featuring post-tension construction and premium cushion surfacing. All courts will be privately gated and fenced with professional indirect lighting and high-quality video cameras for streaming matches or recording games. At center stage, is a first-of-its-kind Championship Court (50’x70’) with a wrap-around 500-seat stadium and state-of-the-art production capabilities for televised matches. Other infrastructure under the roof will include a pro shop, café, men’s and women’s locker rooms and private event spaces.

Additional phases include 16 outdoor courts with professional direct lighting, a member clubhouse with restaurant and bar, two rooftop courts for special events, member locker rooms and in-demand amenities, full gym, childcare and after-school tutoring services, and complementary commercial concepts to be announced.

About:

•PURE Pickleball - Founded in 2022 to create premier pickleball facilities around the world, bring innovative pickleball products and services to players, and provide agency to top-ranked pickleball professionals. PURE Pickleball will be located in the Riverwalk Development Project, a 100-acre site in the Salt River Pima Maricopa Indian Community that Caliber is developing into a premier entertainment and mixed-use destination. Visit www.purepickleball.com and subscribe to our newsletter.

•Caliber (CaliberCos Inc.) (NASDAQ: CWD)

With more than $2.9 billion of managed assets, Caliber’s 15-year track record of managing and developing real estate is built on a singular goal: make money in all market conditions. Our growth is fueled by our performance and our competitive advantage: we invest in projects, strategies, and geographies that global real estate institutions do not. Integral to our competitive advantage is our in-house shared services group, which offers Caliber greater control over our real estate and visibility to future investment opportunities. There are multiple ways to participate in Caliber’s success: you can invest in Nasdaq-listed CaliberCos Inc. and/or you can invest directly in our Private Funds.

•USA Pickleball - USA Pickleball is the National Governing Body for the sport of pickleball in the U.S. and provides players with official rules, tournaments, rankings and promotional materials. The association is a nonprofit 501(c)(3) corporation and governed by a board of directors and professional staff who provide the guidance and infrastructure for the continued growth and development of the sport.

###

Caliber Media Inquiries:

Kelly McAndrew, Senior Vice President

Financial Profiles

kmcandrew@finprofiles.com

Direct - 203-613-1552

USA Pickleball Media Inquiries:

Melissa Zhang, Director of Communications and Content

mzhang@usapickleball.org

Investment Inquiries:

Ted Aust, VP of Wealth Development

ted.aust@caliberfunds.co

Direct - 480-243-5079

Sponsorships & Partnerships:

Kevin J. Berk, Co-Founder PURE Pickleball

kevin@purepickleball.com

Direct - 480-861-7474

Cover	Nov. 06, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 06, 2023
Entity Registrant Name	CALIBERCOS INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-41703
Entity Tax Identification Number	47-2426901
Entity Address, Address Line One	8901 E. Mountain View Rd.
Entity Address, Address Line Two	Ste. 150
Entity Address, City or Town	Scottsdale
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	(Zip Code)
City Area Code	480
Local Phone Number	295-7600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, par value $0.001
Trading Symbol	CWD
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Amendment Flag	false
Entity Central Index Key	0001627282