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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.

 FirstName LastNameLloyd Spencer
 Comapany NameCarbonMeta Technologies, Inc.
 December 19, 2022 Page 2
 FirstName LastName
Lloyd Spencer
CarbonMeta Technologies, Inc.
December 19, 2022
Page 2
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.

 FirstName LastNameLloyd Spencer
 Comapany NameCarbonMeta Technologies, Inc.
 December 19, 2022 Page 3
 FirstName LastName
Lloyd Spencer
CarbonMeta Technologies, Inc.
December 19, 2022
Page 3
            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.