ClearSign Technologies Corp.
8023 East 63rd Place, Suite 101
Tulsa, OK 74133
VIA EDGAR
November 7, 2024
U.S. Securities & Exchange Commission
Division of Corporation Finance
Office of Industrial Applications and Services
100 F Street, NE
Washington, D.C. 20549
Attn: Kristin Lochhead
Li Xiao
Re: ClearSign Technologies Corp
Amendment No. 1 to Form 10-K for the Year Ended December 31, 2023
Filed April 1, 2024, as amended on April 26, 2024
File No. 001-35521
Ladies and Gentlemen:
ClearSign Technologies Corp. (the “Company,” “we,” “our” or “us”) hereby transmits our response to the comment letter received from the staff (the “Staff,” “you” or “your”) of the U.S. Securities and Exchange Commission (the “Commission”), on October 29, 2024, regarding the Amendment No. 1 to Form 10-K for the year ended December 31, 2023, submitted to the Commission on April 26, 2024. In response to the Staff’s comment, the Company is submitting via EDGAR this response letter. For your convenience, we have repeated below your comment in bold, and have followed it with our response.
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.
Response: We respectfully acknowledge the Staff’s comment and on November 7, 2024, we filed Amendment No. 2 to the Form 10-K for the year ended December 31, 2023, with the entire Form 10-K, as filed with the Commission on April 1, 2024, including audited financial statements, and revised Section 302 and 906 Certifications to correct the typographical errors referencing the incorrect dates under the Section 302 Certifications, and the incorrect identification of the Form 10-K, the subject of the Section 906 Certification, as being for the year ended December 31, 2022.
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