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June 7, 2024
T. Riggs Eckelberry
Chief Executive Officer
OriginClear, Inc.
13575 58th Street North, Suite 200
Clearwater, FL 33760
Re:OriginClear, Inc.
Offering Statement on Form 1-A
Filed on May 24, 2024
File No. 024-12439
Dear T. Riggs Eckelberry:
            We have reviewed your offering statement and have the following comments.
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Offering Statement on Form 1-A
Cover page
1.Please revise your disclosure to describe clearly the structure of the transaction. Please
also ensure that your disclosure regarding the transaction throughout the filing is
consistent. In this regard, we note that your current disclosure regarding the number of
securities and transaction structure differs throughout the offering statement.
2.Your disclosure on page 2 that you have not engaged the services of a broker-dealer for
this offering is not consistent with your disclosure on page 53 that you have engaged
Manhattan Street Capital as your broker dealer of record. Please revise or advise.
Risk Factors, page 10
3.We note your disclosure beginning on page 18 regarding potential levels of dilution that
your shareholders may experience as a result of this offering. Please provide related risk
factor disclosure, if material.

 FirstName LastNameT. Riggs Eckelberry
 Comapany NameOriginClear, Inc.
 June 7, 2024 Page 2
 FirstName LastName
T. Riggs Eckelberry
OriginClear, Inc.
June 7, 2024
Page 2
Plan of Distribution
Bonus Program, page 55
4.We note your disclosure that "[c]ertain investors" are eligible to receive bonus
shares. Please revise to explain how bonus shares are earned and which investors are
eligible to receive bonus shares.
Selling Shareholders, page 59
5.Please revise to disclose the persons who have sole or shared voting power over the shares
beneficially owned by CAPITANZ LLC. Refer to the instruction to Item 5(d) of Form 1-
A.
Signatures, page 54
6.We note that the filing is signed on behalf of Water On Demand, Inc. Please revise to sign
the offering statement on behalf of the issuer. Refer to the signatures section of Form 1-A.
            We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            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. We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
            Please contact Lauren Pierce at 202-551-3887 or Jeff Kauten at 202-551-3447 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       J. Martin Tate