SEC Comment Letter 0000000000-24-007188 to ORIGINCLEAR, INC. (OCLN) (CIK 0001419793) (OCLN)
ORIGINCLEAR, INC. (OCLN) (CIK 0001419793)
Date: June 26, 2024 · CIK: 0001419793 · Accession: 0000000000-24-007188
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 024-12439
Letter
United States securities and exchange commission logo June 26, 2024 T. Riggs Eckelberry Chief Executive Officer OriginClear, Inc. 13575 58th Street North, Suite 200 Clearwater, FL 33760 Re:OriginClear, Inc. Amendment No. 1 to Offering Statement on Form 1-A Filed on June 13, 2024 File No. 024-12439 Dear T. Riggs Eckelberry: We have reviewed your amended offering statement and have the following comment. 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. Unless we note otherwise, any references to prior comments are to comments in our June 7, 2024 letter. Amendment No. 1 to Offering Statement on Form 1-A Selling Shareholders, page 59 1.We note your response to prior comment 1. However, we note your disclosure here appears to state that the Resale Shares will be part of the Primary Units, and that one Resale Share will be sold for every 36 Primary Units sold. Please revise to ensure the disclosure is consistent with disclosure elsewhere in the prospectus.
FirstName LastNameT. Riggs Eckelberry Comapany NameOriginClear, Inc. June 26, 2024 Page 2 FirstName LastName T. Riggs Eckelberry OriginClear, Inc. June 26, 2024 Page 2 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
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United States securities and exchange commission logo
June 26, 2024
T. Riggs Eckelberry
Chief Executive Officer
OriginClear, Inc.
13575 58th Street North, Suite 200
Clearwater, FL 33760
Re:OriginClear, Inc.
Amendment No. 1 to Offering Statement on Form 1-A
Filed on June 13, 2024
File No. 024-12439
Dear T. Riggs Eckelberry:
We have reviewed your amended offering statement and have the following comment.
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. Unless we note otherwise,
any references to prior comments are to comments in our June 7, 2024 letter.
Amendment No. 1 to Offering Statement on Form 1-A
Selling Shareholders, page 59
1.We note your response to prior comment 1. However, we note your disclosure
here appears to state that the Resale Shares will be part of the Primary Units, and that one
Resale Share will be sold for every 36 Primary Units sold. Please revise to ensure the
disclosure is consistent with disclosure elsewhere in the prospectus.
FirstName LastNameT. Riggs Eckelberry
Comapany NameOriginClear, Inc.
June 26, 2024 Page 2
FirstName LastName
T. Riggs Eckelberry
OriginClear, Inc.
June 26, 2024
Page 2
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