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CARBONMETA
TECHNOLOGIES, INC.

13110
NE 177th Place, #145

Woodinville,
WA 98072

October
11, 2022

United
States

Securities
and Exchange Commission

Division
of Corporate Finance

Office
of Energy & Transportation

Washington,
DC 20549

    Re:
    CarbonMeta
    Technologies, Inc.

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

    Filed
    September 16, 2022

    File
    No. 333-266424

To
Whom It May Concern:

On
behalf of the Company, this letter sets forth the responses of the Company to the comments of the Staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “SEC”) contained in your letter dated October 3, 2022 (the “Comment
Letter”) regarding the Staff’s review of the Company’s Amendment No. 1 to Registration Statement on Form S-1
submitted September 16, 2022 (File No. 333-266424) (the “Filing”). The Company’s responses set forth below
correspond to the comments as numbered in the Comment Letter.

Amendment
No. 1 to Registration Statement on Form S-1/A filed on September 16, 2022

Prospectus
Summary, page 4

General

    1.
    We
    note your response to prior comment 1. Please also revise the prospectus summary to disclose that Lloyd Spencer, your CEO, controls
    the company through his ownership of super-voting Series G Preferred Stock.

Response:
In response to the Staff’s comments, the Company has revised the S-1 document as follows:

Our
Chief Executive Officer and Director owns all (25,000) issued and outstanding shares of the Company’s Series G Preferred Stock,
which has voting rights equal to 5,000,000 votes for each share of Series G held; and 60,000 shares of the Company’s Series D Preferred
Stock, which has voting rights equal to 100,000 votes for each share of Series D held. As of the date of this filing, our Chief Executive
Officer would have voting rights equal to 131,552,177,763 shares (125,000,000,000 voting shares through the Series G Preferred Stock;
6,000,000,000 voting shares through the Series D Preferred Stock; and 552,177,763 shares of common stock held) or approximately 85% of
the shares available to vote for a matter brought before shareholders.

    2.
    We
    note your response to prior comment 3; however, it does not appear there is a separate section for your business description in the
    amended filing. Revise the prospectus summary to comply with Item 503 of Regulation S-K..

Response:
In response to the Staff’s comments, the Company has revised the S-1 document as follows:

Overview
of CarbonMeta Technologies, Inc.

CarbonMeta
Technologies is an environmental research and development company that is commercializing technologies for processing organic wastes
into hydrogen and high-value carbon products economically and sustainably. CarbonMeta Technologies and University of Oxford are working
together on commercializing a microwave catalysis process for producing hydrogen and carbon products from waste plastics. The Company
plans to grow its business by establishing joint venture subsidiary corporations with established partners, pursuing research grants,
licensing patented technologies, and developing new technologies that can be licensed. CarbonMeta Technologies has positioned itself
to enhance circular methods of production, distribution, consumption, and reuse of organic waste materials such as mixed waste plastic,
oil & gas waste materials, and coal mining waste to create hydrogen and carbon products such as graphite, graphene and carbon nanotubes.

    3.
    As
    requested in prior comment 6, please disclose why the company was inactive between October 2016 and June 2020K.

Response:
In response to the Staff’s comments, the Company has revised the S-1 document as follows:

The
Company was an SEC reporting company until October 2016, when the Company’s gross margins and financing costs became unsustainable,
and the company ceased operations in October 2016. From 2017 - 2018, the Company investigated multiple business opportunities, but could
not pursue them without investor support. In 2020, the Company began investigating emerging technologies and sustainable growth business
opportunities related to the production of hydrogen and high value carbon products from organic waste streams. After careful consideration
of the potential market opportunities and the partnership with Oxford University, the Company took the decision to raise capital in the
public market and therefore become an SEC reporting company again.

    4.
    We
    note your response to prior comment 10; however, please expand your disclosure to provide the basis for your statements (including,
    for example, any citations to articles or studies), to discuss how the global market opportunity relates to the company’s specific
    market opportunity as a development stage company with limited markets, and to address any assumptions and limitations associated
    with the calculation of such specific market opportunity.

Response:
In response to the Staff’s comments, the Company has revised the S-1 document as follows:

Businesses
worldwide are seeking solutions to decarbonize transportation and power generation; and affordable high purity carbon products for industrial
processes such as steel production and electric vehicle batteries.

Hydrogen
has been identified as an affordable and clean solution for decarbonizing transportation, and the market production has been projected
to grow from $129B in 2020 to $219B in 2030.

 ● https://www.grandviewresearch.com/industry-analysis/hydrogen-generation-market

 ● https://www.globenewswire.com/news-release/2022/04/08/2419052/0/en/Hydrogen-Generation-Market-Size-Worth-USD-220-37-Billion-Globally-by-2028-at-5-6-CAGR-Fortune-Business-Insights.html

Today,
hydrogen is primarily produced by processing natural gas, which results in the production of CO2, and increasingly by electrolyzing water
into hydrogen and oxygen. With hydrogen demand expected to increase further, there is an urgent need to develop new low-carbon technologies
to affordably produce hydrogen.

    ●
    https://www.iea.org/reports/the-future-of-hydrogen

    ●
    https://www.precedenceresearch.com/hydrogen-generation-market

      2

Similarly,
high purity carbon is in growing demand for steel production, electric vehicle battery anode production, and many industrial processes.
The global graphite market has been projected to grow from $14B in 2019 to $21B in 2027.

    ●
    https://www.alliedmarketresearch.com/graphite-market

    ●
    https://www.fortunebusinessinsights.com/graphite-market-105322

    ●
    https://www.globenewswire.com/en/news-release/2022/03/08/2399045/0/en/Graphite-Market-to-Worth-USD-25-70-Billion-by-2021-2028-Graphite-Industry-CAGR-of-8-2.html

Moreover,
the carbon nanotubes market has been projected to grow from $876M in 2021 to $1.7B in 2026, although some market estimates are even larger.
Market demand is being driven by the use of carbon nanotubes in protective coatings, lithium-ion batteries, mobile phones and computing
devices.

    ●
    https://www.marketsandmarkets.com/Market-Reports/carbon-nanotubes-139.html

    ●
    https://www.fortunebusinessinsights.com/carbon-nanotubes-cnt-market-102700

Today,
the majority of the world’s graphite is produced in China primarily through mining and increasingly by industrial production. Similarly,
the majority of the world’s carbon nanotubes are produced in China using an energy intensive plasma vapor deposition process.

CarbonMeta
Technologies is developing a technology that uses microwave catalysis to heat waste plastics and biowaste in the absence of oxygen to
produce hydrogen and solid carbon without the generation of CO2. The technology, which was developed by University of Oxford, is scalable
and modular, and has the potential to process millions of tons of plastic worldwide.

CarbonMeta
Technologies plans to achieve this scale through partnerships and joint venture partnerships with global energy companies, waste management
companies, and waste remediation companies worldwide.

    5.
    Please
    revise your disclosure to discuss the specific governmental and environmental regulations to which the company is currently subject,
    or will be subject, in connection with its business plan. Smart move buddy

Response:
In response to the Staff’s comments, the Company has revised the S-1 document as follows:

Governmental
Regulation

At
this moment, the Company is not subject to governmental and environmental regulations. As such the Company’s research subsidiary,
CarbonMeta Research Ltd., will be prototyping and refining novel technologies, such as microwave catalysis of plastics and methane, and
then transferring those developed and patented technologies into joint venture subsidiary companies.

Each
joint venture subsidiary company would be subject to certain foreign, federal, state and local regulatory requirements relating to environmental,
and health and safety matters; and will operate in compliance with the applicable regulatory requirements.

If
we fail to comply with environmental, health and safety laws and regulations, we could become subject to fines or penalties or incur
costs that could harm our business.

When
each joint venture subsidiary company becomes operational, the Company will disclose the material costs and liabilities that arose and
may arise from these applicable regulatory requirements.

If
a joint venture subsidiary company fails to comply with appropriate regulatory requirements, then the Company could be held liable for
any resulting damages, and any liability could exceed the Company’s resources. The Company also could incur significant costs associated
with civil or criminal fines and penalties for failure to comply with such laws and regulations.

      3

In
addition, the Company may incur substantial costs in order to comply with current or future environmental, health and safety laws and
regulations. These current or future laws and regulations may impair the Company’s discovery, preclinical development or production
efforts. The Company’s failure to comply with these laws and regulations also may result in substantial fines, penalties or other
sanctions.

The
Offering, page 10

    6.
    In
    response to prior comment 14, you copied the anti-dilution provisions of the notes and warrants straight from the governing document.
    Instead, please revise to provide a plain English description of the anti-dilution provisions and how they impact the conversion
    and exercise prices of the notes and warrants. In addition, disclose the current conversion and exercise prices of each of the notes
    and warrants.

Response:
In response to the Staff’s comments, the Company has revised the S-1 document as follows:

Our
convertible notes and warrants contain anti-dilution provisions that protect note holders from potentially losing value. In the case
of our existing convertible notes, if the Company issues a new convertible note with a conversion price less than the pre-existing note,
then the conversion price of any outstanding principal and interest of the existing notes may be reset to the price of the new convertible
note at the option of the note holder. In the case of our existing warrants, if the Company issues a new warrant with a conversion price
less than the existing warrants, then the conversion price of the existing warrants shall be reset to the price of the new warrant at
the option of the warrant holder.

Our
note and warrant conversion prices are disclosed below [(2)(3)(4)(5)(6)(7)(8)(9)(10)(11)].

Risk
Factors

Future
issuances of our Common Stock or securities convertible into our Common Stock..., page 26

    7.
    Because
    there is a material risk of significant dilution, please revise this specific risk factor to include the information requested by
    prior comment 17. Specifically, please revise this risk factor to discuss in specific detail the potential dilution to common shareholders
    resulting from the conversion of your convertible notes and exercise of your warrants. Disclose the total number of shares that could
    be issued upon conversion and exercise of the convertible notes and warrants as of the most recent practicable date and using the
    most recent market price of your shares. For the convertible notes that are convertible based upon a discount to the market price
    at the time of conversion, also disclose the following information using tabular or bullet format to the extent possible:

    ●
    Based
    on the latest trading price of your shares, the amount of common shares that you would issue assuming full conversion of all the
    notes, the percentage of the total outstanding common shares these amounts represent, and that due to the floating conversion prices,
    you do not know the exact number of shares that you will issue upon conversion of the notes.

    ●
    The
    convertible notes are convertible at floating rates below the then-prevailing market price and, as a result, the lower the stock
    price at the time the holder converts, the more common shares the holder gets. Disclose the range of the discounts to the market
    price used to determine the conversion prices. Disclose, if true, there is no limit on how low the conversion price can be, which
    means that there is no limit on the number of shares that the company may be obligated to issue.

    ●
    To
    the extent the noteholders convert the notes and then sell the common stock, the common stock price may decrease due to the additional
    shares in the market. This could allow the noteholders to receive greater amounts of common stock, the sales of which would further
    depress the stock price.

    ●
    If
    true, that the interest payable on the convertible notes is also convertible into shares of common stock. Disclose that the lower
    the common stock price, the more shares of common stock the holders of the convertible debentures will receive in payment of interest.
    Disclose the range of interest rates and how much has accrued as of a recent date.

    ●
    The
    conversion of the notes may result in substantial dilution to the interests of other holders of common stock since noteholders may
    ultimately convert and sell the full amount issuable on conversion. In this regard, state that, even if the noteholders are prohibited
    from converting notes if the shares would exceed a certain percentage of the company’s then-outstanding common stock (such
    as 4.99% or 9.99%), this restriction does not prevent the noteholders from converting and selling some of their holdings and then
    converting again to receive additional shares. In this way, the noteholders could sell more than these limits while never holding
    more than the limits.

    ●
    Provide
    a table that shows the number of shares that could be issued upon conversion of the notes (including accrued interest) based upon
    a reasonable range of market prices and conversion prices. The range should include market prices 25%, 50% and 75% below the most
    recent actual price.

      4

Response:
In response to the Staff’s comments, the Company has revised the S-1 document as follows:

Our
Common Stock and Our Shareholders May Be Subject to Significant Dilution

If
all Convertible Notes were converted as of the date of this filing, shareholders would undergo significant dilution to their holdings.
Based on the latest trading price of our shares, the Company may be subject to issuing 33,315,040,282 common shares assuming full conversion
of all the notes, which would require 100% of the total outstanding common shares. See Convertible Notes in the MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

Some
of the convertible notes are convertible at floating rates below the then-prevailing market price and, as a result, the lower the stock
price at the time the holder