Seperately Filed Delaying Amendment Under Securities Act Rule 473 to Delay Effectiveness of a 1933 Act Registration Statement (del Am)
December 01 2022 - 3:44PM
Edgar (US Regulatory)
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 (801) 994-4646.
Respectfully submitted,
/s/ J. Martin Tate
J. Martin Tate, Esq.
Kunzler Bean & Adamson
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