Correspondence 0001096906-24-001444 from ORIGINCLEAR, INC. (OCLN) (CIK 0001419793) (OCLN)
ORIGINCLEAR, INC. (OCLN) (CIK 0001419793)
Date: June 27, 2024 · CIK: 0001419793 · Accession: 0001096906-24-001444
AI Filing Summary & Sentiment
File numbers found in text: 024-12439
Referenced dates: June 26, 2024
Letter
Re: OriginClear, Inc.
June 27, 2024
United States Securities and Exchange Commission
Division of Corporate Finance
Office of Technology
100 F St NE
Washington, DC 20549
Offering Statement on Form 1-A/A
Filed on June 13, 2024
File No. 024-12439
In response to your letter dated June 26, 2024, we are providing the following responses on behalf of OriginClear, Inc. (“OriginClear” or the “Company”). In connection herewith, we are filing a second amendment to the Offering Circular on Form 1A/A (“Amended Offering Circular”).
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.
We have revised the disclosure to remove inconsistencies regarding the sale of the Resale Shares by the selling shareholders.
Thank you for your direction and assistance in this matter. Please contact me with any additional questions or comments.
Sincerely,
KUNZLER BEAN & ADAMSON, PC
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CORRESP 1 filename1.htm June 27, 2024 United States Securities and Exchange Commission Division of Corporate Finance Office of Technology 100 F St NE Washington, DC 20549 Re: OriginClear, Inc. Offering Statement on Form 1-A/A Filed on June 13, 2024 File No. 024-12439 In response to your letter dated June 26, 2024, we are providing the following responses on behalf of OriginClear, Inc. (“OriginClear” or the “Company”). In connection herewith, we are filing a second amendment to the Offering Circular on Form 1A/A (“Amended Offering Circular”). 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. We have revised the disclosure to remove inconsistencies regarding the sale of the Resale Shares by the selling shareholders. Thank you for your direction and assistance in this matter. Please contact me with any additional questions or comments. Sincerely, KUNZLER BEAN & ADAMSON, PC J. Martin Tate, Esq.