TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo June 9, 2022 Kenneth Rice, Jr. MBD, JD, LLM Chief Operating Officer and CFO Meta Materials Inc. 1 Research Drive Dartmouth, NS B2Y 4M9 Canada Re: Meta Materials Inc. CIK 0001431959 Form S-3 Filed June 2, 2022 File No. 333-265371 Dear Mr. Rice: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Alex King at 202-551-8631 with any questions. Sincerely, Division of Corporation Finance Office of Manufacturing