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                            December 19, 2022

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

                                                        Re: CarbonMeta
Technologies, Inc.
                                                            Amendment No. 3 to
Registration Statement on Form S-1
                                                            Filed December 7,
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 24, 2022 letter.

       Amendment No. 3 to Registration Statement on Form S-1

       Cover Page

   1.                                                   Please update the last
reported sales price of your common stock.
       The Offering, page 6

   2.                                                   We note your response
to prior comment 6. Please clarify that, under the anti-dilution
                                                        provisions, the
Conversion Price of the convertible notes will be reduced to the Base
                                                        Conversion Price at the
option of the holder. Disclose the current Base Conversion Price
                                                        for each convertible
note described.
 Lloyd Spencer
FirstName LastNameLloyd   Spencer
CarbonMeta  Technologies, Inc.
Comapany19,
December  NameCarbonMeta
              2022           Technologies, Inc.
December
Page 2    19, 2022 Page 2
FirstName LastName
Risk Factors
Our Common Stock and Our Shareholders May Be Subject to Significant Dilution,
page 24

3.       Please expand your risk factor disclosure on page 24 to disclose 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.
Description of Securities, page 30

4.       Please revise your table on page 30 to disclose the type of security
held by each entity
         listed. In addition, add a row after the aggregate total at the bottom
of the table to disclose
         the amount of the aggregate total that exceeds the number of
authorized and unissued
         shares.
Security Ownership of Certain Beneficial Owners and Management, page 55

5.       Please 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."
6.       You provide the beneficial ownership of Lloyd Spencer based upon the
number of votes
         computed from the common shares into which each outstanding series of
preferred stock
         is convertible. Please revise the calculation of beneficial ownership
to reflect the specific
         voting rights to which the Series D and Series G preferred shares are
entitled, which is
         significantly larger than the common shares into which these preferred
shares are
         convertible. In this regard, the Series D preferred shareholders are
entitled to 10.0 billion
         votes, with Mr. Spencer having 6.0 billion votes, and the Series G
preferred shareholder is
         entitled to 125.0 billion votes, with Mr. Spencer having all 125.0
billion votes. Provide
         separate narrative disclosure highlighting this disparity between the
specific voting rights
         of the Series D and Series G preferred shares versus the number of
common shares into
         which the Series D and Series G preferred shares are convertible, and
that Mr. Spencer's
         voting control would be significantly diminished if he converted his
Series D or Series G
         preferred shares.
General

7.       You indicate that you are registering 67 million shares underlying
each of the convertible
         notes issued on November 1 and November 16, 2022. We note that you
issued 17 million
         commitment shares to each of the investors. Please clarify whether the
67 million shares
         being registered includes the registration of the commitment shares
issued to each
         investor.
 Lloyd Spencer
FirstName LastNameLloyd   Spencer
CarbonMeta  Technologies, Inc.
Comapany19,
December  NameCarbonMeta
              2022           Technologies, Inc.
December
Page 3    19, 2022 Page 3
FirstName LastName
       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,

                                                         Division of
Corporation Finance
                                                         Office of Technology
cc:      Gary Blum, Esq.