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                             October 24, 2022

       Lloyd Spencer
       Chief Executive Officer
       CarbonMeta Technologies, Inc.
       13110 NE 177th Place, Suite 145
       Woodinville, WA 98072

                                                        Re: CarbonMeta
Technologies, Inc.
                                                            Amendment No. 2 to
Registration Statement on Form S-1
                                                            Filed October 11,
2022
                                                            File No. 333-266424

       Dear Lloyd Spencer:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
October 3, 2022 letter.

       Amendment No. 2 to Registration Statement on Form S-1

       License Agreements, page 4

   1.                                                   Please disclose the
minimum sums you must pay under the license with University of
                                                        Oxford Innovation in
license year 3 and in license year 4 and thereafter.
   2.                                                   Please clarify, if
true, that the process you have licensed from University of Oxford
                                                        Innovation for
producing hydrogen and carbon products from waste plastics has not been
                                                        demonstrated on a
larger scale, and it is not yet known whether the process will be cost-
                                                        effective or profitable
to implement on a larger scale. Disclose at what scale the process
                                                        has been demonstrated.
 Lloyd Spencer
FirstName LastNameLloyd    Spencer
CarbonMeta   Technologies, Inc.
Comapany
October 24,NameCarbonMeta
            2022              Technologies, Inc.
October
Page 2 24, 2022 Page 2
FirstName LastName
3.       Please revise your disclosure to discuss the extent to which you have
or have not met your
         development plan set forth in the license agreement with University of
Oxford
         Innovation. Disclose that University of Oxford Innovation may
terminate the license due
         to the company not using commercially reasonable efforts to develop,
exploit and market
         the licensed technology in accordance with the development plan.
Prospectus Summary, page 4

4.       You disclose that    CarbonMeta Technologies and University of Oxford
are working
         together on commercializing a microwave catalysis process for
producing hydrogen and
         carbon products from waste plastics.    Please disclose how the
company and the
         University of Oxford are working together on commercializing the
process beyond your
         obtaining a license to the process from University of Oxford
Innovation, the technology
         transfer arm of the University of Oxford.
5.       In your response to prior comment 5, you indicated that the revised
disclosure set forth in
         the response letter was included in the Form S-1; however, no such
disclosure was
         provided. Please include this disclosure in the next amendment to the
Form S-1.
The Offering, page 10

6.       In response to prior comment 6, you disclose that the anti-dilution
provisions of the
         convertible notes and warrants are triggered only if the company
issues a new convertible
         note or warrant with a conversion price less than the pre-existing
note or warrant. It
         appears that these anti-dilution provisions are also triggered by
convertible notes and
         warrants that were outstanding at the time the convertible notes and
warrants with these
         anti-dilution provisions were issued. Please provide your analysis of
how the anti-dilution
         provisions operate with reference to specific terms of the
anti-dilution provisions. In
         addition, tell us why the conversion exercise prices of the
convertible notes and warrants
         have not already been reset pursuant to the anti-dilution provisions.
7.       Please revise the disclosure of the anti-dilution provisions of the
notes and warrants that
         you took from the governing document on page 10 to only include a
plain English
         description of the anti-dilution provisions and how they impact the
conversion and
         exercise prices of the notes and warrants. You may include a more
detailed description in
         a location other than the summary description of the offering.
Risk Factors, page 15

8.       You disclose in the table on page 28 that you could be required to
issue over 33.1 billion
         shares upon conversion of outstanding convertible notes based on the
current market price
         of your shares and significantly more at prices below the current
market price. Please add
         risk factor disclosure that addresses the following risks:
             You do not have enough authorized common shares to issue upon
conversion of your
              convertible notes, warrants and convertible preferred stock;
             The impact on the company under the terms of the convertible
notes, warrants and
 Lloyd Spencer
FirstName LastNameLloyd    Spencer
CarbonMeta   Technologies, Inc.
Comapany
October 24,NameCarbonMeta
            2022              Technologies, Inc.
October
Page 3 24, 2022 Page 3
FirstName LastName
              convertible preferred stock if the company has insufficient
shares reserved or
              authorized for issuance on conversion of these securities;
                Why you have continued to issue, and whether you intend to
continue to issue,
              convertible notes and warrants when you do not have sufficient
authorized shares to
              meet the potential conversion and exercise demands under
outstanding instruments;
                Lloyd Spencer can increase the number of authorized common or
preferred shares to
              any amount even if other shareholders disagree since Mr. Spencer
holds high-voting
              securities and has voting control over any matter submitted for
shareholder approval;
              and
                Such increases in authorized common or preferred shares and the
issuance of a
              significant number of shares upon conversion and exercise of the
convertible notes
              and preferred stock and exercise of the warrants would have a
negative impact on the
              price of the company   s shares and significant dilutive effects
on company
              shareholders.
Our sole officer and director holds a significant percentage of our outstanding
voting securities...,
page 26

9.       Please expand this risk factor to address the potential risks and
conflicts of interest
         presented by the ability of Lloyd Spencer to retain majority control
of the company's
         voting power while reducing, potentially significantly, his economic
interest in the
         company   s shares. Explain to what extent he may be able to sell his
economic interest in
         your common shares yet retain control over the company by maintaining
his Series G
         preferred shares (or some combination of preferred shares and common
stock) taking into
         account your outstanding shares and potential sales in your offering.
Description of Securities, page 34

10.      In light of the fact that you do not have enough common shares
authorized to meet your
         obligations under your outstanding debt and other securities, please
provide a table that
         shows the total number of shares you could be required to issue at the
current market price
         and at market prices 25%, 50% and 75% below the most recent market
price for each of
         the following:
             convertible debt on an aggregate basis;
             warrants on an aggregate basis;
             each class of convertible preferred stock on an aggregate basis;
             the over-all aggregate total; and
             the amount of the aggregate total that exceeds the number of
authorized and unissued
              shares.
Security Ownership of Certain Beneficial Owners and Management, page 47

11.      We note your response to prior comment 13. Please expand your
explanation to discuss
         the preferred shares that are convertible into common stock. If this
is already included in
         your common stock calculation, provide an explanation of how this was
calculated taking
 Lloyd Spencer
CarbonMeta Technologies, Inc.
October 24, 2022
Page 4
      into account that each series of preferred stock is convertible at a
discount to the market
      price of the company's common stock.
12.   Please revise the beneficial ownership table to:
          provide a cross-reference to the beneficial ownership tables for your
series of
          preferred shares with voting rights that are set forth under
Description of Securities
          or move these beneficial ownership tables under    Security Ownership
of Certain
          Beneficial Owners and Management   ; and
          add a column to these beneficial ownership tables of your preferred
shares with
          voting rights to show total voting control for each person listed.
Refer to Item 403(a)
          of Regulation S-K.
Item 16. Exhibits and Financial Statement Schedules
Exhibit 23.2 - Consent of Michael T. Studer, CPA, page 56

13.   We have reviewed your response to prior comment 16, which explains that
the consent
      has been revised to refer to the financial statements as of December 31,
2021 and
      December 31, 2020. However, the consent continues to refer to the audit
of the
      consolidated financial statements for the years ended December 31, 2022
and 2021. Please
      revise.
General

14.   We note your response to prior comment 2. Refer to Items 501, 502, 503
and 103 of
      Regulation S-K which set forth the information to be provided in the
prospectus cover
      page, the inside front over page of the prospectus, the prospectus
summary and the risk
      factors, respectively, and which indicate that the disclosure in the
forepart of the
      prospectus must be presented in that order. If you choose to include a
prospectus
      summary, please follow the disclosure requirements for the prospectus
summary pursuant
      to Item 503 and provide the full description of the company   s business
pursuant to Item
      101 of Regulation S-K in a location after the prospectus summary and the
risk factors.
       You may contact Amanda Kim, Senior Staff Accountant, at 202-551-3241 or
Stephen
Krikorian, Accounting Branch Chief, at 202-551-3488 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Alexandra Barone,
Staff Attorney, at 202-551-8816 or Kathleen Krebs, Special Counsel, at
202-551-3350 with any
other questions.



                                                             Sincerely,
FirstName LastNameLloyd Spencer
                                                             Division of
Corporation Finance
Comapany NameCarbonMeta Technologies, Inc.
                                                             Office of
Technology
October 24, 2022 Page 4
cc:       Gary Blum, Esq.
FirstName LastName