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SEC Comment Letter 0000000000-24-012053 to ClearSign Technologies Corp (CLIR)

ClearSign Technologies Corp
Date: Oct. 29, 2024 · CIK: 0001434524 · Accession: 0000000000-24-012053

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File numbers found in text: 001-35521

Date
October 29, 2024
Author
Brent Hinds
Form
UPLOAD
Company
ClearSign Technologies Corp

Letter

October 29, 2024 Brent Hinds Chief Financial Officer ClearSign Technologies Corp 8023 E. 63rd Place, Suite 101 Tulsa, Oklahoma 74133 Re:ClearSign Technologies Corp Amendment No. 1 to Form 10-K for the Year Ended December 31, 2023 File No. 001-35521 Dear Brent Hinds: We have limited our review of your filing to the financial statements and related disclosures and have the following comment. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Amendment No. 1 to Form 10-K for the Year Ended December 31, 2023 Explanatory Note, page 1 1.We see that you amended your Form 10-K because the certifications included in the Form 10-K previously filed included typographical errors referencing incorrect dates under each Section 302 Certification, and, incorrectly identifying the Annual Report on Form 10-K, the subject of the Section 906 Certification, as being for the year ended December 31, 2022. Please refile the amendment that includes the revised certifications alongside the entire Form 10-K, including audited financial statements. Reference Question 161.08 of the Compliance and Disclosure Interpretations for Exchange Act Rules dated August 25, 2023.

October 29, 2024 Page 2 In closing, 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. Please contact Kristin Lochhead at 202-551-3664 or Li Xiao at 202-551-4391 with any questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services

Show Raw Text
October 29, 2024
Brent Hinds
Chief Financial Officer
ClearSign Technologies Corp
8023 E. 63rd Place, Suite 101
Tulsa, Oklahoma 74133
Re:ClearSign Technologies Corp
Amendment No. 1 to Form 10-K for the Year Ended December 31, 2023
File No. 001-35521
Dear Brent Hinds:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Amendment No. 1 to Form 10-K for the Year Ended December 31, 2023
Explanatory Note, page 1
1.We see that you amended your Form 10-K because the certifications included in the
Form 10-K previously filed included typographical errors referencing incorrect dates
under each Section 302 Certification, and, incorrectly identifying the Annual Report
on Form 10-K, the subject of the Section 906 Certification, as being for the year
ended December 31, 2022.  Please refile the amendment that includes the revised
certifications alongside the entire Form 10-K, including audited financial
statements. Reference Question 161.08 of the Compliance and Disclosure
Interpretations for Exchange Act Rules dated August 25, 2023.

October 29, 2024
Page 2
            In closing, 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.
            Please contact Kristin Lochhead at 202-551-3664 or Li Xiao at 202-551-4391 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services