Seperately Filed Delaying Amendment Under Securities Act Rule 473 to Delay Effectiveness of a 1933 Act Registration Statement (del Am)

 

  

December 1, 2022

VIA EDGAR

  

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

  

Re: Delaying Amendment

 

Ladies and Gentlemen:

 

Reference is made to the Registration Statement on Form S-1 (File No. 333-268608) filed by OriginClear, Inc. (the “Company”) on November 30, 2022 (the “Registration Statement”). Pursuant to Rule 473(c) of the Securities Act of 1933, as amended (the “Act”), the following delaying amendment, prescribed by Rule 473(a) of the Act, is hereby incorporated onto the cover page of the Registration Statement:

 

“The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine.”

 

No fees are required in connection with this filing. If you have any questions or comments in connection with this delaying amendment, please call J. Martin Tate of Kunzler Bean & Adamson, counsel to the Company, at [phone].

 

Respectfully submitted,

 

/s/ J. Martin Tate

 

J. Martin Tate, Esq.

Kunzler Bean & Adamson