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OMB APPROVAL |
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UNITED STATES |
OMB Number: 3235-0058 |
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SECURITIES AND EXCHANGE COMMISSION |
Expires: May 31, 2025 |
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Washington, D.C. 20549 FORM 12b-25 |
Estimated average burden hours |
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NOTIFICATION OF LATE FILING |
per response 2.50 |
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One) |
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☒ Form
10-K ☐ Form 20-F ☐ Form 11-K
☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR |
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For
Period Ended: 20251231 |
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☐ Transition
Report on Form 10-K |
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☐ Transition
Report on Form 20-F |
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☐ Transition
Report on Form 11-K |
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☐ Transition
Report on Form 10-Q |
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For the Transition Period Ended: ____________________________ |
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Read
Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing
in this Form shall be construed to imply that the Commission has verified any information contained herein. |
If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates:
PART
I — REGISTRANT INFORMATION
OriginClear,
Inc.
Full
Name of Registrant
Former
Name if Applicable
13575
58th Street North, Suite 200
Address
of Principal Executive Office (Street and Number)
Clearwater,
FL 33760
City,
State and Zip Code
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without
unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check
box if appropriate)
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(a) |
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The
reason described in reasonable detail in Part III of this Form could not be eliminated without unreasonable effort or expense;
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(b) |
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The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or
transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth
calendar day following the prescribed due date; and
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(c) |
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The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K,
10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
(Attach extra Sheets if Needed)
PART IV — OTHER INFORMATION
| (1) |
Name
and telephone number of person to contact in regard to this notification |
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T.
Riggs Eckelberry |
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727 |
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476-1330 |
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(Name) |
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(Area Code) |
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(Telephone
Number) |
| (2) |
Have all other periodic reports required under Section
13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months
or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No |
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| (3) |
Is it anticipated that any significant change in results
of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the
subject report or portion thereof? ☐ Yes ☐ No |
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If so, attach an explanation of the anticipated change,
both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. |
OriginClear,
Inc.
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date |
March
31, 2026 |
By |
/s/
T.
Riggs Eckelberry |
